Contract analysis

ARTICLE I — PURPOSE The Audit Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company" or "QIH," NYSE: QIHC). The Committee is established pursuant to Section 141(c) of the Delaware General Corporation Law and in accordance with the listing standards of the New York Stock Exchange ("NYSE"), the rules and regul

Section 2.1 — Number of Members The Committee shall consist of not fewer than three (3) members of the Board. The actual number of Committee members shall be determined from time to time by the Board, taking into account the recommendation of the Nominating & Corporate Governance Committee and the requirements of applicable law, SEC rules, and NYSE listing standards. All members of the Committee shall be appointed an

Section 2.2 — Independence Requirements Each member of the Committee shall satisfy all applicable independence requirements, including: (a) The independence requirements set forth in Section 303A.02 of the NYSE Listed Company Manual, as the same may be amended from time to time, which establish general standards for independence of members of the Board; (b) The enhanced independence requirements for audit committee m

Section 2.3 — Financial Literacy and Audit Committee Financial Expert Each member of the Committee must be "financially literate," as determined by the Board in the exercise of its business judgment. A member who does not satisfy the financial literacy requirement at the time of appointment must become financially literate within a reasonable period of time after appointment, not to exceed six (6) months. Financial l

ARTICLE III — MEETINGS AND PROCEDURES

Section 3.1 — Frequency The Committee shall meet at least four (4) times per year on a quarterly basis, with meetings generally scheduled to coincide with the quarterly financial reporting cycle. Additional meetings may be called by the Chair of the Committee, by any two (2) members of the Committee, or at the request of the Board, the independent registered public accounting firm, the Chief Audit Executive, or the C

Section 3.2 — Quorum A majority of the members of the Committee then in office shall constitute a quorum for the transaction of business at any meeting of the Committee. For purposes of determining a quorum, a member participating by telephone conference, video conference, or other means of remote communication shall be deemed present in person.

Section 3.3 — Actions The Committee shall act by a majority vote of the members present at a meeting at which a quorum is present. Each member shall have one vote. The Chair shall not have a casting or tie-breaking vote. The Committee may also act by unanimous written consent in lieu of a meeting, in accordance with the Company's Bylaws and Section 141(f) of the Delaware General Corporation Law. Any action taken by u

Section 3.4 — Attendance The Committee may invite any director, officer, or employee of the Company, or any representative of the Company's outside advisors (including legal counsel, accountants, actuaries, and consultants), to attend all or any portion of a Committee meeting and to provide such information as the Committee deems appropriate. The attendance of non-members at Committee meetings shall be at the discret

Section 3.5 — Agenda and Minutes The Chair of the Committee shall establish the agenda for each meeting of the Committee in consultation with the General Counsel & Corporate Secretary (Dennis R. Okonkwo). The agenda, together with appropriate briefing materials, shall be distributed to Committee members sufficiently in advance of each meeting to allow for meaningful review, and in any event no later than five (5) bus

Section 3.6 — Authority to Delegate The Committee may, in its discretion, delegate authority to one or more subcommittees consisting of one or more members of the Committee, or to individual members of the Committee, to the extent permitted by the NYSE Listed Company Manual, and applicable law. Any such delegation shall be set forth in a written resolution of the Committee. Provided, however, that no such delegation

ARTICLE IV — AUTHORITY AND RESPONSIBILITIES The Committee shall have the following authority and responsibilities, in addition to any other authority and responsibilities that may be delegated to it by the Board from time to time:

Section 4.1 — Independent Auditor 4.1.1 — Appointment, Compensation, and Oversight. The Committee shall be directly responsible for the appointment, compensation, retention, and oversight of the work of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report on the Company's annual financial statements or performing other audit, review, or attest services for

Section 4.2 — Financial Statements and Disclosure 4.2.1 — Annual and Quarterly Financial Statements. The Committee shall review and discuss with management and the independent registered public accounting firm the following: (a) The Company's audited annual financial statements, including all related notes and disclosures, the disclosures contained in "Management's Discussion and Analysis of Financial Condition and R

Section 4.3 — Internal Audit 4.3.1 — Oversight of Internal Audit Function. The Committee shall oversee the Company's internal audit function, which serves as an independent and objective assurance and consulting activity designed to add value and improve the Company's operations. The Chief Audit Executive (currently Renata M. Vásquez) shall report functionally to the Committee and administratively to the Chief Execut

Section 4.4 — Compliance Oversight 4.4.1 — Legal and Regulatory Compliance. The Committee shall: (a) Review with management and the General Counsel (Dennis R. Okonkwo) the Company's compliance with applicable legal and regulatory requirements, including, without limitation, insurance regulatory requirements in Connecticut, Texas, and Ohio that are applicable to the Company's regulated insurance subsidiaries — Quorum

Article I — Purpose | Substantive Modification | Added clauses (e) and (f): ERM framework oversight and clawback-policy administration; updated references to independent auditor and Chief Audit Executive by name

Section 2.1 | Conforming | Updated Chair identification to Dr. Lilian Fong-Archer; added Nominating & Corporate Governance Committee recommendation language

Section 2.2 | Substantive Modification | Added reference to 2024 amendments to NYSE Section 303A.06

Section 2.3 | Conforming | Updated audit committee financial expert identification with biographical detail and SEC cross-reference

Section 2.4 — Overboarding | New Provision | Entirely new section cross-referencing director overboarding policy

Section 2.5 | Renumbered | Former Section 2.4 renumbered as 2.5; no substantive change

Section 3.4 | Substantive Modification | Updated named officers; added separate CCO executive-session requirement

Section 3.6 | Substantive Modification | Added DGCL § 141(c) cross-reference

Section 4.2.1 | Substantive Modification | Added insurance reserves and loss development as specific review category

Section 4.2.4 | Substantive Modification | Expanded management letter review with specific references

Section 4.3.1 | Substantive Modification | Added CAE performance evaluation and appointment/dismissal authority

Section 4.4.1 | Substantive Modification | Added specific identification of regulated subsidiaries and CCO

Section 4.5 — ERM Oversight | New Provision | Entirely new section

Section 4.6 — Clawback Policy | New Provision | Entirely new section

Section 4.8 — Litigation | Substantive Modification | Expanded with settlement authority thresholds

Section 4.9 — DOA Matrix | New Provision | Entirely new section

Article V — Coordination | New Provision | Entirely new article with three sections

Article VI — Resources | Substantive Modification | Renumbered from former Article V; expanded subsidiary list and advisor references

Article VII — Self-Evaluation | New Provision | Entirely new article

Article VIII — Reporting | Conforming | Renumbered from former Article VI

Article IX — Limitations | Conforming | Renumbered from former Article VII

Article X — Charter Review | Substantive Modification | Renumbered; added website posting and proxy filing requirements

Article XI — Governing Law | New Provision | Entirely new article Signature block | Conforming | Updated adoption date; added Omnibus Board Resolution reference Appendix A | New Provision | Entirely new appendix listing committee composition Member | Role | Independence Status | Audit Committee Financial Expert | Committee Service Since Dr. Lilian Fong-Archer | Chair | Independent | Yes (former CFO of Pinehurst Finan