Contract analysis

Article I — Purpose The Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company") , hereby establishes this (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 Committee is to assist the Board in fulfilling i

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 . (b) Each member of the Committee must be free from any relationship with the Company or its management that, in 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. Each member of the Committee shall serve until his or her successor is duly appointed and qualified, or until such member's earlier res

Section 2.4 — Chair The Board shall designate one member of the Committee to serve as Chair of the Committee. The Chair of the Committee shall have the following responsibilities: (a) presiding at all meetings of the Committee; (b) establishing the agenda for each meeting of the Committee; (c) leading the Committee's discussions and ensuring that all members have an opportunity to participate fully in the Committee's

Article III — Meetings and Procedures

Section 3.1 — Frequency The Committee shall meet at least 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; the Chair of the Board

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, officers, employees, or agents of the Company, as well as outside advisors, consultants, or other persons, to attend and participate in meetings of the Committee as it deems appropriate. Persons who are not members of the Committee shall not have the right to vote on any matter before the Committee, and the Committee may exc

Section 3.4 — Minutes and Reports Minutes of each meeting of the Committee shall be prepared Approved minutes shall be maintained in the corporate records of the Company in accordance with the Company's record retention policies. The Chair of the Committee shall report the Committee's actions, deliberations, and recommendations to the full Board . Such reports may be made orally or in writing, as the Chair deems appr

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 4.5 — 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: (c) report the r

Section 4.7 — Director Orientation and Continuing Education The Committee shall oversee the Company's programs for director orientation 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 newly elected or appointe

Article V — Delegation of Authority

Article VI — Resources, Advisors, and Funding

Section 6.1 — Retention of Advisors The Committee shall have the 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.

Section 6.2 — Access to Information The Committee shall have Article — Annual Review of Charter The Committee shall review and reassess the adequacy of this Charter , 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