Directors and Officers liability insurance has already been put into practice for many years, which protects directors and officers; acting in their capacity as directors and officers for the organization, against many-faceted and inextricable legal liabilities. This article uses the insured coverage, aims and exclusion of Directors and Officers liability insurance to research the reasons why the case of Procomp happened, the role of the Directors and Officers in this case played and the relief mechanism for the shareholders' losses worked. Afterwards to enforce risk management and to avoid the unnecessary legal actions impel the Directors and Officers identifying their job and duty to reach the corporate governance.