Contract analysis

ARTICLE I — PURPOSE The Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company" ), hereby establishes and sets forth this (this "Charter") of the Risk Committee of the Board (the "Committee"). The Committee is established pursuant to Amended and Restated Bylaws of the Company (as amended from time to time, the "Bylaws") and Section 141(c) of the Delaware General Corp

Section 2.1 — Number of Members The Committee shall consist of no fewer than three (3) members of the Board. The members of the Committee shall be appointed by the Board annually , and each member shall serve until such member's successor is duly appointed and qualified, or until such member's earlier resignation, removal, or cessation of service as a director of the Company. The Board may, in its discretion, appoint

Section 2.2 — Independence Each member of the Committee shall be "independent" as that term is defined under the New York Stock Exchange ("NYSE") Listed Company Manual Section 303A. In determining independence, the Board shall consider all relevant facts and circumstances, including but not limited to any material relationships between the director and the Company or its subsidiaries, affiliates, or significant count

ARTICLE III — MEETINGS AND PROCEDURES

Section 3.1 — Frequency The Committee shall meet at least four (4) times per year, on a quarterly basis, and more frequently as circumstances require. The Chairperson shall have the authority to call additional meetings of the Committee at any time. Special meetings of the Committee may also be called by any two (2) members of the Committee. Meetings may be held in person, by telephone conference, by video conference

Section 3.2 — Quorum and Voting A majority of the members of the Committee then serving shall constitute a quorum for the transaction of business at any meeting of the Committee. Actions of the Committee shall be taken by a majority vote of the members present at a meeting at which a quorum is present. Each member of the Committee shall have one vote. In the event of a tie, the matter shall be referred to the full Bo

Section 3.3 — Attendance by Non-Members The Committee may invite members of management and other persons to attend all or any portion of any meeting of the Committee in a non-voting capacity, as the Chairperson deems appropriate.

Section 3.4 — Agenda and Materials The Chairperson, shall establish the agenda for each meeting of the Committee. Any member of the Committee may request the inclusion of additional items on the agenda by providing notice to the Chairperson in advance of the meeting. Meeting materials, including reports, presentations, memoranda, and other documents relevant to the matters to be considered at the meeting, shall be di

Section 3.5 — Minutes The shall attend each meeting of the Committee and shall keep minutes of all meetings of the Committee. The minutes shall accurately reflect the matters discussed, the actions taken, and the votes cast at each meeting, and shall be maintained as part of the permanent corporate records of the Company. Draft minutes shall be circulated to members of the Committee for review and shall be approved b

Section 4.1 — General Authority The Committee shall have the authority, to the extent it deems necessary or appropriate, to carry out its purposes and responsibilities as set forth in this Charter. The Committee's authority derives from DGCL § 141(c), which permits the Board to delegate authority to committees of the Board composed of one or more directors. The Committee shall exercise its authority in a manner consi

ARTICLE V — RESPONSIBILITIES AND DUTIES The Committee shall have the following responsibilities and duties. This list is intended to serve as a guide and is not intended to be exhaustive. The Committee may, in its discretion, undertake such additional activities as it deems necessary or appropriate to fulfill its oversight role.

Section 5.1 — Enterprise Risk Management Framework Oversight The Committee shall oversee the Company's ERM In discharging this responsibility, the Committee shall: Review management's processes for identifying, assessing, prioritizing, mitigating, and monitoring risks across the enterprise, including the methodologies, tools, and frameworks employed by management in conducting risk assessments and maintaining the Com

Section 5.3 — Operational Risk The Committee shall oversee the Company's identification and management of operational risks, In discharging this responsibility, the Committee shall: (a) Review the Company's operational risk management framework, including the policies, procedures, and controls designed to identify, assess, mitigate, and monitor operational risks across the enterprise; Monitor key risk indicators and

Section 5.4 — Regulatory and Compliance Risk The Committee shall oversee the Company's regulatory and compliance risk ARTICLE — REPORTING Section — Reports to the Board The Chairperson shall report to the full Board on the Committee's activities, findings, and recommendations at each regularly scheduled Board meeting, and not less frequently than quarterly. Reports to the Board shall include, at a minimum: (a) A summ