Contract analysis

I. Role and Responsibilities of the Board of Directors A. General Oversight Function The Board's primary responsibility is the oversight of the management of the business and affairs of the Company in accordance with the Delaware General Corporation Law (the "DGCL"), including Sections 141(a) and 141(c) thereof. The Board does not manage the day-to-day operations of the Company; rather, the Board oversees the Company

1. Selection and Evaluation of the Chief Executive Officer. The Board is responsible for selecting, evaluating, and, when necessary, replacing the Chief Executive Officer of the Company. The Board shall set clear expectations for the CEO's performance and shall evaluate the CEO's performance against those expectations on an annual basis, as further described in Section XI below.

2. Oversight of Senior Management Succession Planning. The Board shall oversee comprehensive succession planning for the CEO and other senior management positions, including the development of internal candidates and the identification of potential external candidates. Succession planning is further described in Section XVIII below.

3. Review and Approval of Strategic Plans and Major Corporate Actions. The Board shall review and, where appropriate, approve the Company's strategic plans, annual operating plans and budgets, and major corporate actions, including significant acquisitions, dispositions, joint ventures, strategic partnerships, and other material transactions.

4. Oversight of Enterprise Risk Management. The Board shall oversee the Company's enterprise risk management ("ERM") framework, including the identification, assessment, monitoring, and mitigation of key risks facing the Company. The Board may delegate certain aspects of risk oversight to the Risk Committee or other standing committees, as provided in the applicable committee charters, but retains ultimate oversight

5. Financial Integrity, Internal Controls, and Compliance. The Board shall ensure the integrity of the Company's financial statements, including oversight of the Company's internal controls over financial reporting and disclosure controls and procedures. The Board shall also oversee the Company's compliance with applicable laws, rules, and regulations, including insurance regulatory requirements, securities laws, and

6. Capital Allocation and Investment Strategy. The Board shall review and approve the Company's capital allocation strategy, investment policies, and material investment transactions. The Board may delegate certain aspects of investment oversight to the Investment Committee, as provided in the Investment Committee's charter.

7. Delegation of Authority Matrix. The Board shall oversee the Delegation of Authority Matrix (the "DOA Matrix"), which sets forth the authority levels for officers, committees, and the full Board across operational categories, as further described in Section X below.

8. Corporate Governance. The Board shall monitor and evaluate the Company's corporate governance practices, including these Guidelines, the Company's committee charters, the Code of Business Conduct and Ethics, and other governance policies. The Board shall recommend and adopt changes to governance practices as it deems appropriate, taking into account evolving best practices, regulatory developments, and stockholder

II. Board Composition and Size A. Board Size The Board currently consists of eleven (11) directors. The Governance Committee shall periodically review and recommend to the full Board the appropriate size of the Board, taking into account the needs of the Company, the desire for diversity of backgrounds, experiences, and skills among directors, the number and nature of standing committees, and the ability of the Board

III. Director Qualifications A. Mandatory Retirement Age No person who has attained the age of seventy-five (75) shall be nominated for election or re-election to the Board. A director who reaches the age of seventy-five (75) during a term shall serve out the remainder of that term but shall not stand for re-election at the next annual meeting of stockholders. The Board may, in extraordinary circumstances and upon th

IV. Director Election Standards A. Majority Voting Standard — Uncontested Elections In an uncontested election of directors (that is, an election in which the number of nominees does not exceed the number of directors to be elected), each director shall be elected by the affirmative vote of a majority of the votes cast with respect to such director at a meeting of stockholders at which a quorum is present. For purpos

V. Board Leadership Structure A. Chair of the Board The Board shall determine from time to time whether the positions of Chair of the Board and Chief Executive Officer should be held by the same person or by different persons, based on the Board's assessment of the leadership needs of the Company at a given time. The Board does not have a fixed policy requiring either the combination or separation of these roles, as

VI. Board Committees A. Standing Committees The Board has established the following standing committees to assist in the discharge of its responsibilities: Each standing committee operates under a written charter adopted by the Board, which sets forth the committee's purpose, composition, responsibilities, authority, and operating procedures. Committee charters are reviewed and updated periodically by the respective

VII. Board and Committee Meetings A. Meeting Frequency The Board shall hold at least four (4) regularly scheduled meetings per calendar year, at dates and times to be established by the Board in consultation with the Chair and the Lead Independent Director. Additional special meetings of the Board may be called at any time as necessary or appropriate, in accordance with the Company's Bylaws and applicable law. Each s

VIII. Director Compensation A. General Principles Non-employee director compensation shall be determined by the Board upon the recommendation of the Compensation & Human Capital Committee. The Board recognizes that attracting and retaining highly qualified directors requires competitive compensation. Director compensation should be structured to reflect the significant time commitment, expertise, and responsibilities

IX. Director Orientation and Continuing Education A. Orientation. New directors shall participate in a comprehensive orientation program organized by the office of the General Counsel and Corporate Secretary, in coordination with senior management. The orientation program is designed to familiarize new directors with the Company's business, strategy, operations, financial condition, risk profile, regulatory environme

X. Delegation of Authority A. Delegation of Authority Matrix The Board has adopted a Delegation of Authority Matrix (the "DOA Matrix") that specifies the scope of authority delegated to officers, management, and committees for various categories of business decisions and actions. The DOA Matrix is an essential governance tool that promotes accountability, efficiency, and appropriate escalation of decisions within the

XI. Annual Performance Evaluations A. Board Self-Evaluation The Board shall conduct a comprehensive self-evaluation at least annually, under the direction of the Lead Independent Director and the Governance Committee. The self-evaluation process shall assess the Board's performance, composition, structure, processes, and overall effectiveness, and shall solicit candid input from each director. The self-evaluation may

XII. Shareholder Engagement Protocol A. Commitment to Engagement The Company is committed to proactive and constructive engagement with its stockholders on matters of corporate governance, strategy, executive compensation, environmental and social responsibility, and other issues of significance to the Company and its stockholders. The Board and management recognize the importance of understanding and considering sto

XIII. Environmental, Social, and Governance (ESG) Oversight A. Board-Level Oversight The Board, acting primarily through the Governance Committee, is responsible for the oversight of the Company's policies, practices, and strategies related to environmental, social, and governance ("ESG") and sustainability matters. The Board recognizes that ESG considerations are integral to the long-term success of the Company and

XIV. Code of Business Conduct and Ethics The Board has adopted a Code of Business Conduct and Ethics (the "Code") applicable to all directors, officers, and employees of the Company and its subsidiaries. The Code sets forth the Company's standards of ethical conduct and compliance with applicable laws and regulations, and addresses topics including conflicts of interest, corporate opportunities, confidentiality, fair

XV. Stock Ownership Guidelines The Board has adopted stock ownership guidelines to further align the interests of directors and executive officers with those of the Company's stockholders. The Board believes that meaningful stock ownership by directors and executive officers promotes a long-term perspective and reinforces the commitment of the Company's leadership to stockholder value creation. Directors and executiv

XVI. Communications with the Board Stockholders, employees, and other interested parties may communicate directly with the Board of Directors, the Lead Independent Director, any individual director, or any committee of the Board by writing to: General Counsel & Corporate Secretary Quorum Insurance Holdings Corp. 280 Asylum Street, Suite 2200 Hartford, CT 06103 Communications may also be sent by email to the address d

XVII. Clawback Policy The Board has adopted a Clawback Policy (the "Clawback Policy") in compliance with Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and Section 303A.14 of the NYSE Listed Company Manual. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation received by current or former executive officers in the event of a required financial

XIX. Confidentiality Directors shall maintain the confidentiality of all non-public information relating to the Company, its business, and its deliberations. The duty of confidentiality is a fundamental obligation of Board service and is essential to the Board's ability to function effectively, to the protection of the Company's competitive position, and to compliance with applicable securities laws. Confidential inf

XX. Review and Amendment of Guidelines These Guidelines shall be reviewed at least annually by the Governance Committee, which shall recommend any amendments or updates to the full Board. The annual review shall take into account evolving corporate governance best practices, regulatory developments, stockholder feedback, and the needs of the Company. The Board may amend these Guidelines at any time by resolution adop

XXI. Regulatory and Exchange Compliance These Guidelines are intended to be consistent with, and are subject to, the following authorities: (a) The Delaware General Corporation Law, including, without limitation, Sections 141(a), 141(c), and 142 thereof; (b) The Company's Certificate of Incorporation, as amended from time to time; (c) The Company's Bylaws, as amended from time to time; (d) Applicable rules and regula