Contract analysis

Article I — Purpose The Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company") (NYSE: QIHC), hereby establishes this Amended and Restated Charter (this "Charter") of the Nominating & Corporate Governance Committee of the Board (the "Committee") to set forth the Committee's purpose, composition, authority, responsibilities, and procedures. The purpose of the Committ

Article II — Composition and Membership

Section 2.1 — Size The Committee shall consist of no fewer than three (3) members of the Board. The members of the Committee shall be appointed annually by the Board, taking into consideration the recommendation of the Committee itself. The Board shall have the discretion to increase or decrease the size of the Committee from time to time, provided that the minimum membership requirement set forth in this Section 2.1

Section 2.2 — Independence Requirements Each member of the Committee shall satisfy the independence requirements set forth below: (a) NYSE Independence Standards. Each member of the Committee must qualify as "independent" as that term is defined under Section 303A.02 of the NYSE Listed Company Manual and any applicable rules, interpretations, and guidance thereunder, as may be amended from time to time, including the

Section 2.3 — Appointment and Removal Members of the Committee shall be appointed by the Board upon the recommendation of the Committee itself. Such appointments shall be made annually at the first regularly scheduled meeting of the Board following the annual meeting of shareholders, conforming to the procedures set forth in Article III, Section 3.4 of the Company's Amended and Restated Bylaws. Each member of the Com

Section 2.4 — Chair The Board shall designate one member of the Committee to serve as Chair of the Committee. In the event the Board does not designate a Chair, the members of the Committee may elect a Chair from among their number by majority vote of the full Committee membership. The Chair of the Committee shall have the following responsibilities: (a) presiding at all meetings of the Committee; (b) establishing th

Article III — Meetings and Procedures

Section 3.1 — Frequency The Committee shall meet at least four (4) times per year and more frequently as the Committee deems necessary or appropriate to fulfill its responsibilities under this Charter. Meetings shall be scheduled in advance as part of the Board's annual calendar to the extent practicable. Additional meetings of the Committee may be called at any time by: (a) the Chair of the Committee; (b) a majority

Section 3.2 — Quorum and Voting A majority of the members of the Committee shall constitute a quorum for the transaction of business. No action of the Committee shall be valid unless taken at a meeting at which a quorum is present, except as provided below with respect to action by unanimous written consent. All actions of the Committee shall require the affirmative vote of a majority of the members present at a meet

Section 3.3 — Attendance and Participation The Committee may invite any member of management, including without limitation the Chief Executive Officer (currently Margaret A. Calloway), the General Counsel & Corporate Secretary (currently Dennis R. Okonkwo), and other officers, employees, or agents of the Company, as well as outside advisors, consultants, or other persons, to attend and participate in meetings of the

Section 3.4 — Minutes and Reports Minutes of each meeting of the Committee shall be prepared by the Corporate Secretary of the Company or his or her designee. The minutes shall be circulated to each member of the Committee for review and shall be approved by the Committee at the next regular meeting following their preparation. Approved minutes shall be maintained in the corporate records of the Company in accordance

Section 3.5 — Agenda and Materials An agenda for each meeting of the Committee, together with supporting materials relevant to the matters to be considered, shall be prepared under the direction of the Chair and distributed to each member of the Committee in advance of the meeting, to the extent practicable. The Chair, in consultation with the General Counsel & Corporate Secretary, shall determine the items to be inc

Article IV — Authority and Responsibilities The Committee shall have the authority and responsibilities set forth in this Article IV, in addition to any other duties that may be assigned to the Committee by the Board from time to time. In discharging its responsibilities, the Committee shall have full access to the Company's management, books, records, and outside advisors. The Committee's responsibilities are set fo

Section 4.1 — Director Nominations and Board Composition 4.1.1 — Candidate Identification and Evaluation The Committee shall be responsible for identifying, screening, and evaluating candidates for nomination to the Board. In fulfilling this responsibility, the Committee shall: (a) establish and periodically review criteria for Board membership, taking into account the Company's current and anticipated business needs

Section 4.2 — Corporate Governance Guidelines and Policies 4.2.1 — Development and Review The Committee shall develop and recommend to the Board a comprehensive set of Corporate Governance Guidelines (the "Guidelines") applicable to the Company and shall periodically review and recommend amendments to the Guidelines to reflect evolving governance best practices, changes in applicable law or regulation, and the Compan

Section 4.3 — ESG and Sustainability Oversight The Committee shall serve as the primary Board-level body responsible for overseeing the Company's policies, programs, and practices relating to environmental, social, and governance matters, including sustainability. In fulfilling this responsibility, the Committee shall: (a) oversee the development and implementation of the Company's ESG strategy, including the establi

Section 4.4 — Shareholder Engagement Protocol The Committee shall establish and oversee a shareholder engagement protocol for governance-related matters designed to promote constructive dialogue between the Board's independent directors and the Company's significant shareholders. In carrying out this responsibility, the Committee shall: (a) develop and maintain a formal shareholder engagement protocol that sets forth

Section 4.5 — Committee Structure Oversight The Committee shall periodically review the Board's standing committee structure to ensure that it is appropriately organized to support the Board's oversight responsibilities and to reflect the Company's evolving business, regulatory, and governance needs. In carrying out this responsibility, the Committee shall: (a) review the number, responsibilities, and composition of

Section 4.6 — Board and Committee Evaluations The Committee shall oversee an annual self-evaluation process for the Board as a whole and for each of its standing committees. The self-evaluation process is intended to promote continuous improvement in Board and committee effectiveness and to identify areas of strength and areas for improvement. In carrying out this responsibility, the Committee shall: (a) develop and

Section 4.7 — Director Orientation and Continuing Education The Committee shall oversee the Company's programs for director orientation and continuing education to ensure that all directors have the knowledge and understanding necessary to fulfill their responsibilities. In carrying out this responsibility, the Committee shall: (a) oversee the development and administration of a comprehensive orientation program for

Section 4.8 — Management Succession Planning The Committee shall oversee CEO and senior management succession planning in coordination with the Chair of the Board (if separate from the CEO) and the Compensation & Human Capital Committee. In carrying out this responsibility, the Committee shall: (a) review the Company's management succession plans at least annually, including plans for both planned successions and eme

Section 4.9 — Review of Related Party Transactions The Committee shall review and assess the Company's policies and procedures for the review, approval, or ratification of related party transactions, as required under applicable SEC rules (including Item 404 of Regulation S-K) and NYSE listing standards. In carrying out this responsibility, the Committee shall: (a) oversee compliance with the Company's Related Party

Section 4.10 — Code of Conduct and Ethics The Committee shall oversee the Company's Code of Business Conduct and Ethics (the "Code"), which applies to all directors, officers, and employees of the Company and its subsidiaries. In carrying out this responsibility, the Committee shall: (a) periodically review the Code and recommend updates and amendments to the Board to ensure that the Code reflects evolving legal requ

Article V — Delegation of Authority The Committee may, to the extent permitted by Section 141(c) of the DGCL and the Company's Bylaws, delegate its authority to one or more subcommittees, to individual members of the Committee, or to officers of the Company, as the Committee deems appropriate to facilitate the efficient discharge of its responsibilities. Any such delegation shall be subject to the following condition

Article VI — Resources, Advisors, and Funding

Section 6.1 — Retention of Advisors The Committee shall have the sole authority to retain and terminate search firms for director candidates, legal counsel, governance consultants, and other advisors as it deems necessary or appropriate to fulfill its responsibilities under this Charter. The Committee shall not be required to obtain the approval of the Board or management prior to retaining any such advisor or incurr

Section 6.2 — Access to Information The Committee shall have full and unrestricted access to the Company's books, records, facilities, and personnel as it deems necessary or appropriate to discharge its responsibilities under this Charter. Without limiting the generality of the foregoing, the Committee may request information, documents, reports, and analyses from any officer, employee, or agent of the Company or any

Article VII — Annual Self-Evaluation The Committee shall conduct an annual performance self-evaluation to assess the Committee's effectiveness in fulfilling its responsibilities under this Charter. The self-evaluation shall include, without limitation: (a) a review of the Committee's compliance with the provisions of this Charter, including the frequency and quality of Committee meetings, the adequacy of materials pr

Article VIII — Annual Review of Charter The Committee shall review and reassess the adequacy of this Charter at least annually, taking into account evolving governance best practices, changes in applicable law, regulation, and listing standards, and the Company's strategic and operational needs. Any proposed amendments to this Charter shall be recommended by the Committee to the Board for approval. This Charter, as a

Article IX — Interpretation and Limitations This Charter is intended to serve as a flexible framework for the governance and operation of the Committee. It is not intended to, and does not, create any legally enforceable rights or obligations in favor of any shareholder, employee, director, officer, or other person, whether as a third-party beneficiary or otherwise. Nothing in this Charter shall be construed to limit

Article X — Effective Date This Amended and Restated Charter is effective as of the date of its adoption by the Board of Directors on December 11, 2025. This Charter supersedes all prior versions of the charter of the Nominating & Corporate Governance Committee of the Board, including the original charter adopted on February 12, 2016, and the charter as amended on March 20, 2019. To the extent of any conflict or inco