PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT
MEMORANDUM
Calderwood & Harkness LLP 1585 Broadway, 34th Floor New York, NY 10036
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I. EXECUTIVE SUMMARY
The purpose of this memorandum is to analyze the state insurance regulatory filing obligations triggered by Quorum Insurance Holdings Corp.'s ("QIH" or the "Company") comprehensive governance overhaul, which is scheduled for adoption at the meeting of the QIH Board of Directors (the "Board") on December 11, 2025 (the "Governance Overhaul" or the "Overhaul"). This memorandum identifies and evaluates the filing requirements applicable under the insurance holding company acts of the three states in which QIH maintains domiciled regulated insurance subsidiaries, and provides recommended action items and a coordinated filing timeline.
Three regulated insurance subsidiaries of QIH are directly affected by the Governance Overhaul:
• Quorum Property & Casualty Insurance Company ("Quorum P&C"), a Connecticut-domiciled property and casualty insurance carrier (NAIC Company Code 38472);
• Lone Star Specialty Insurance Company ("Lone Star Specialty"), a Texas-domiciled specialty lines insurance carrier (NAIC Company Code 41359); and
• Great Lakes Surety & Indemnity Co. ("Great Lakes Surety"), an Ohio-domiciled surety and specialty insurance carrier (NAIC Company Code 29814).
The Governance Overhaul encompasses a broad set of interrelated changes to the Company's governance architecture. Specifically, the Overhaul includes: (i) the restatement of the five existing Board committee charters (Audit Committee, Compensation & Human Capital Committee, Nominating & Corporate Governance Committee, Risk Committee, and Investment Committee); (ii) the adoption of a new sixth committee charter for the Technology & Cybersecurity Oversight Committee; (iii) a comprehensive revision of the Delegation of Authority Matrix (the "DOA Matrix") at both the parent and subsidiary levels, including material changes to dollar-amount authority thresholds for claims settlement, capital expenditures, mergers and acquisitions, reinsurance treaties, and litigation settlements; (iv) amendments to the Corporate Governance Guidelines addressing director retirement age, tenure limits, overboarding, majority voting, and shareholder engagement; and (v) conforming amendments to the Company's Amended and Restated Bylaws.
Material changes to the upstream governance structure of a registered insurance holding company system may trigger informational or amendatory filing requirements under each state's version of the NAIC Insurance Holding Company System Regulatory Act. Although the Governance Overhaul does not constitute a change of control of QIH or any of its regulated subsidiaries, the modifications to authority structures, committee composition, and corporate governance documents are sufficiently material to implicate holding company act filing obligations in each of the three domiciliary jurisdictions.
Summary of Conclusions:
• Connecticut: Quorum P&C's domiciliary regulator, the Connecticut Department of Insurance ("CT DOI"), requires an amended Form B registration statement. Because the annual Form B filing is due March 1, 2026, and the Governance Overhaul will be adopted on December 11, 2025 — within the current annual reporting period — the governance changes can be incorporated into the annual filing. An interim amendment is not required, but QIH should be prepared to provide supplemental information if requested by the CT DOI.
• Texas: Lone Star Specialty's domiciliary regulator, the Texas Department of Insurance ("TX DOI"), requires an affirmative informational filing within 30 days of adoption of material governance changes. Accordingly, the informational filing must be submitted by approximately January 10, 2026.
• Ohio: Great Lakes Surety's domiciliary regulator, the Ohio Department of Insurance ("OH DOI"), requires an informational filing under Ohio Revised Code § 3901.32 et seq. within a similar 30-day window following adoption. The Ohio filing deadline is also approximately January 10, 2026.
We recommend that QIH coordinate closely with Broadleaf Insurance Regulatory Consultants, LLC ("Broadleaf") — specifically Harold J. Emmerich, Managing Director, 55 Capital Boulevard, Suite 400, Raleigh, NC 27601 — on the filing mechanics, regulatory pre-filing outreach, and ongoing regulatory liaison across all three jurisdictions. That coordination is currently underway, as discussed further in Section VIII below.
This memorandum is organized as follows: Section II provides relevant background regarding QIH's corporate structure, the Governance Overhaul, and the applicable regulatory framework. Sections III through V analyze the specific filing requirements for Connecticut, Texas, and Ohio, respectively. Section VI addresses cross-jurisdictional coordination. Section VII identifies related NYSE and SEC filing obligations that should be harmonized with the state regulatory filings. Section VIII discusses the engagement of Broadleaf. Section IX presents recommended action items and a consolidated filing timeline. Section X provides concluding observations. Appendices A through D contain supporting reference materials.
II. BACKGROUND
A. Quorum Insurance Holdings Corp. — Corporate Structure Overview
Quorum Insurance Holdings Corp. ("QIH" or "Quorum") is a Delaware corporation (Delaware Division of Corporations File Number 4927361; Employer Identification Number 27-4831956). The Company is publicly traded on the New York Stock Exchange under the ticker symbol QIHC, and maintains its principal executive offices at 280 Asylum Street, Suite 2200, Hartford, CT 06103. The Company's registered agent in Delaware is Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801.
QIH was formed in 2009 through the combination of two regional property-casualty insurance carriers. Since its formation, the Company has expanded its operations into specialty lines of insurance and has developed insurtech platforms to support its distribution and underwriting capabilities. Today, QIH operates as a multi-line insurance holding company with approximately $18.7 billion in total consolidated assets as of the fiscal year ended December 31, 2024 ("FY 2024"), consolidated revenue of approximately $3.12 billion for FY 2024, a market capitalization of approximately $4.8 billion as of September 30, 2025, and approximately 6,400 employees across its operating subsidiaries.
The QIH holding company system consists of the following principal subsidiaries:
• Quorum Property & Casualty Insurance Company ("Quorum P&C") — A Connecticut-domiciled property and casualty insurance carrier and QIH's flagship operating subsidiary. Quorum P&C is the largest regulated entity within the holding company system and is the entity through which QIH writes its core commercial and personal property-casualty lines. Quorum P&C is directly and wholly owned by QIH.
• Lone Star Specialty Insurance Company ("Lone Star Specialty") — A Texas-domiciled specialty lines insurance carrier that underwrites excess and surplus lines, professional liability, and certain specialty casualty coverages. Lone Star Specialty is directly and wholly owned by QIH.
• Great Lakes Surety & Indemnity Co. ("Great Lakes Surety") — An Ohio-domiciled surety and specialty insurance carrier that underwrites commercial surety bonds, contract surety bonds, and certain specialty indemnity products. Great Lakes Surety is directly and wholly owned by QIH.
• Quorum MGA Services, LLC ("Quorum MGA") — A Delaware limited liability company that operates as a managing general agent on behalf of the QIH regulated insurance subsidiaries and certain third-party carriers. Quorum MGA is directly and wholly owned by QIH.
• Vantage Digital Insurance Solutions, Inc. ("Vantage Digital") — A Delaware corporation that operates QIH's fintech and insurtech platform, providing digital distribution, data analytics, and policy administration technology to QIH's insurance subsidiaries and external clients. Vantage Digital is directly and wholly owned by QIH.
An organizational chart depicting the QIH holding company system structure, including domiciliary jurisdictions and NAIC Company Codes for each regulated subsidiary, is attached as Appendix A.
QIH is registered as an insurance holding company in Connecticut, Texas, and Ohio — each state in which it maintains a domiciled insurance subsidiary. The Connecticut Department of Insurance serves as the lead (group-wide) regulator for the QIH holding company system, consistent with Connecticut's role as the domiciliary state of the flagship regulated subsidiary, Quorum P&C.
B. Governance Overhaul — Summary of Changes
The Governance Overhaul was precipitated by three principal events that, collectively, motivated the Board to undertake a comprehensive review and modernization of QIH's governance architecture.
1. Garrett & Whitfield LLP Management Letter (March 14, 2025). QIH's independent auditor, Garrett & Whitfield LLP ("G&W"; lead engagement partner Roland S. Brewer), issued a management letter to the Audit Committee dated March 14, 2025 (the "G&W Management Letter"). The G&W Management Letter identified three governance-related observations of significance:
(a) Inconsistent DOA Matrix Thresholds. G&W observed that the dollar-amount thresholds set forth in the parent-level DOA Matrix were inconsistent with authority thresholds documented at the subsidiary level, creating ambiguity as to the approval requirements for certain categories of transactions (including claims settlements, reinsurance treaty approvals, and capital expenditures). Specifically, the subsidiary-level authority documents of Lone Star Specialty and Great Lakes Surety had not been updated to reflect changes made to the parent DOA Matrix in 2021 and 2023.
(b) Absence of a Formal Technology & Information Security Committee Charter. G&W noted that QIH lacked a dedicated board-level committee with formal responsibility for oversight of technology strategy, cybersecurity risk, and information security governance. While these matters had been informally addressed by the Risk Committee and the Audit Committee, neither committee's charter explicitly assigned primary oversight responsibility for technology and cybersecurity matters, creating a potential oversight gap.
(c) Lone Star Specialty Claims-Settlement Authority Discrepancy. G&W identified that Lone Star Specialty's internal claims-settlement procedures authorized the subsidiary's CEO to settle individual claims up to $3.0 million per claim, whereas the QIH parent-level DOA Matrix authorized subsidiary CEO claims-settlement authority only up to $1.0 million per claim. The subsidiary-level $3.0 million threshold had not been formally ratified or approved by the QIH Board of Directors, resulting in an undocumented governance gap.
2. Veltrano Institutional Partners, LP Shareholder Letter (June 18, 2025). Veltrano Institutional Partners, LP ("Veltrano"), QIH's largest institutional shareholder with an ownership stake of approximately 8.3% of the Company's outstanding shares, submitted a letter to the Board dated June 18, 2025 (the "Veltrano Letter"). The Veltrano Letter, signed by Terrence "Terry" Blackwood, Head of Corporate Governance & Stewardship, urged the Board to modernize QIH's governance practices. Among other recommendations, the Veltrano Letter called for the adoption of a majority voting standard for uncontested director elections, the implementation of a mandatory director retirement age and tenure limit, the establishment of a formal overboarding policy, the creation of a dedicated technology and cybersecurity oversight committee, and the enhancement of the Company's shareholder engagement practices.
3. Apex Proxy Advisors, Inc. Governance Benchmarking Report (June 30, 2025). Apex Proxy Advisors, Inc. ("Apex"; Dana Durneval, Senior Vice President), a leading proxy advisory and governance consulting firm, issued a governance benchmarking report dated June 30, 2025 (the "Apex Report") that compared QIH's governance practices against those of 14 peer publicly traded insurance holding companies. The Apex Report identified several areas where QIH's governance practices lagged behind peer-group norms, including committee structure, delegation-of-authority documentation, director qualification policies, and shareholder engagement protocols. The Apex Report assigned QIH an overall governance score of 58 out of 100, placing the Company in the bottom quartile of the peer group.
In response to these three catalysts, the Board authorized a comprehensive governance overhaul project at its meeting on July 22, 2025. Calderwood & Harkness LLP ("C&H") was formally engaged on September 5, 2025 to serve as outside counsel for the Governance Overhaul, providing legal advice on the design, drafting, and implementation of the governance changes, as well as the regulatory filing implications that are the subject of this memorandum.
The key governance changes relevant to the regulatory analysis set forth in this memorandum are summarized below:
Restatement of Five Existing Committee Charters. The charters of the following five standing Board committees are being comprehensively restated to clarify committee responsibilities, align authority thresholds with the revised DOA Matrix, and incorporate current best-practice governance provisions:
• Audit Committee (Chair: Dr. Lilian Fong-Archer) — Updated to reflect enhanced oversight of internal audit function, expanded authority over cybersecurity-related financial reporting risks, and conforming DOA Matrix cross-references.
• Compensation & Human Capital Committee (Chair: Claudia M. Severin) — Updated to incorporate expanded human capital management oversight, pay-versus-performance disclosure alignment, and clawback policy administration responsibilities.
• Nominating & Corporate Governance Committee (Chair: Arthur J. Pennington) — Updated to reflect the new director qualification policies (retirement age, tenure limit, overboarding policy), the majority voting standard, and the shareholder engagement protocol.
• Risk Committee (Chair: Raymond T. Huerta) — Updated to clarify the allocation of risk oversight responsibilities between the Risk Committee and the new Technology & Cybersecurity Oversight Committee, and to align risk-appetite framework delegation with the revised DOA Matrix.
• Investment Committee (Chair: Jonathan K. Whitmore) — Updated to conform investment authority thresholds with the revised DOA Matrix and to incorporate enhanced reporting requirements for alternative investment allocations.
New Technology & Cybersecurity Oversight Committee Charter. The Board will adopt a charter for a new sixth standing committee — the Technology & Cybersecurity Oversight Committee (the "Tech Committee"). The proposed Chair of the Tech Committee is Priya Narasimhan, with Victor L. Andrade serving as a member and Camille R. DuPont serving as a non-voting advisory member. The Tech Committee charter assigns the committee primary Board-level oversight responsibility for technology strategy, information security, cybersecurity risk management, data privacy, and disaster recovery/business continuity technology infrastructure. The creation of this committee directly addresses the governance gap identified in the G&W Management Letter and aligns QIH with emerging regulatory expectations and peer-group best practices.
Comprehensive DOA Matrix Revision. The parent-level DOA Matrix is being comprehensively revised to address the threshold inconsistencies identified in the G&W Management Letter and to realign authority levels with the Company's current scale of operations and risk profile. The material threshold changes include:
In addition, a model subsidiary DOA Matrix template (the "Model Subsidiary DOA Matrix") is being developed for adoption by each of QIH's three regulated insurance subsidiaries. The Model Subsidiary DOA Matrix will ensure alignment between subsidiary-level authority thresholds and parent-level authorities, addressing the inconsistency that gave rise to the Lone Star Specialty claims-settlement discrepancy. A summary of DOA Matrix threshold changes is attached as Appendix C.
Corporate Governance Guidelines Amendments. The Company's Corporate Governance Guidelines are being amended to incorporate the following provisions:
• Mandatory retirement age of 75 for all non-employee directors;
• 15-year maximum tenure limit for non-employee directors, with exceptions subject to Nominating & Corporate Governance Committee recommendation and full Board approval;
• Director overboarding policy limiting non-employee directors to service on a maximum of three additional public company boards (two additional boards for directors who serve as a chief executive officer of another public company);
• Adoption of a majority voting standard for uncontested director elections, replacing the existing plurality standard, with a director resignation policy for directors who fail to receive a majority of votes cast; and
• Formalized shareholder engagement protocol establishing procedures for proactive outreach to significant shareholders on governance matters.
Conforming Bylaw Amendments. The Company's Amended and Restated Bylaws are being amended in the following respects:
• Article III, Section 3.3 — Amended to reflect six standing committees of the Board (adding the Technology & Cybersecurity Oversight Committee to the existing five committees);
• Article III, Section 3.4 — Amended to update the annual appointment mechanics for committee members and chairs; and
• Article IV, Section 4.2 — Amended to include an explicit cross-reference to the DOA Matrix as the governing document for officer authority levels, replacing the prior description of officer authorities that was embedded directly in the bylaws.
A comprehensive summary of all governance changes by category, together with the regulatory filing implications for each state, is attached as Appendix B.
C. Regulatory Framework — Overview of State Insurance Holding Company Acts
Each state in which QIH maintains a domiciled insurance subsidiary has enacted a version of the National Association of Insurance Commissioners ("NAIC") Insurance Holding Company System Regulatory Act (NAIC Model Act #440) and the corresponding Insurance Holding Company System Model Regulation (NAIC Model Regulation #450). These model laws and regulations provide a comprehensive framework for the regulation of insurance holding company systems, including requirements for initial registration, ongoing reporting, prior approval of certain transactions, and disclosure of material changes to the holding company system's governance, corporate structure, and intercompany relationships.
Under each state's holding company act, the ultimate controlling person of an insurance company (here, QIH) is required to register with the insurance department of the subsidiary insurer's domiciliary state by filing a registration statement, typically referred to as a "Form B." The Form B discloses, among other things, the identity and organizational structure of the holding company system, the governance structure of the parent holding company, the nature and terms of material intercompany agreements and transactions, and the financial condition of the ultimate controlling person. Registrants are required to update or amend the Form B on an annual or periodic basis, and to provide timely notification of material changes to the information previously disclosed.
The Governance Overhaul, while it does not constitute a change of control of QIH or any of its regulated subsidiaries — and therefore does not trigger the "Form A" prior-approval requirements applicable to changes of control — involves material modifications to the authority structure governing the holding company's relationship with its regulated insurance subsidiaries. The creation of a new Board committee, the comprehensive revision of the DOA Matrix (including significant changes to subsidiary-level claims-settlement, reinsurance, and M&A authority thresholds), the amendment of the Corporate Governance Guidelines, and the conforming bylaw amendments collectively constitute material changes to the governance and management of the holding company system that may trigger informational or amendatory filing requirements under each state's holding company act.
The following three sections of this memorandum analyze the specific filing requirements applicable in Connecticut (Section III), Texas (Section IV), and Ohio (Section V).
III. CONNECTICUT — QUORUM PROPERTY & CASUALTY INSURANCE COMPANY
A. Applicable Regulatory Framework
Quorum Property & Casualty Insurance Company ("Quorum P&C"), NAIC Company Code 38472, is the flagship regulated insurance subsidiary within the QIH holding company system and is domiciled in the State of Connecticut. As such, Quorum P&C is subject to the regulatory jurisdiction of the Connecticut Department of Insurance ("CT DOI").
The applicable regulatory framework is the Connecticut Insurance Holding Company System Act, codified at Connecticut General Statutes § 38a-129 et seq. (the "CT Holding Company Act"). The CT Holding Company Act is based on the NAIC Model Act #440 and imposes registration, reporting, and disclosure requirements on insurance holding company systems that include Connecticut-domiciled insurers.
The CT DOI serves as the lead regulator — and, in insurance regulatory parlance, the "group-wide supervisor" — for the QIH holding company system. This reflects Quorum P&C's status as the largest and most significant regulated entity within the system, as well as Connecticut's role as the domiciliary state of that entity. As lead regulator, the CT DOI has primary responsibility for the oversight of the holding company system's governance, risk management, and financial condition at the group level, and other state regulators (including the TX DOI and OH DOI) may look to the CT DOI for coordination of supervisory activities.
QIH currently maintains a Form B registration statement on file with the CT DOI, which was most recently amended in connection with the annual filing submitted in March 2025 (for the reporting year ended December 31, 2024). The Form B on file reflects the governance structure and authority arrangements in effect prior to the Governance Overhaul.
B. Form B Filing Requirements
Under the CT Holding Company Act and the implementing regulations, the Form B registration statement must be filed annually and must be updated to reflect material changes to the holding company system's governance, corporate structure, charter documents, management agreements, and intercompany arrangements. The annual Form B filing is due on or before March 1 of each year, covering the preceding calendar year.
For the current reporting cycle, the annual Form B filing is due March 1, 2026, covering the reporting year ending December 31, 2025. Because the Governance Overhaul is scheduled for adoption at the Board meeting on December 11, 2025, all of the governance changes will fall within the current annual reporting period. This creates a natural opportunity to incorporate the full scope of the Overhaul into the annual Form B filing without the need for an interim or mid-cycle amendment.
The CT Holding Company Act and the Form B instructions contemplate that the annual filing will include a comprehensive update of all material information previously disclosed in the registration statement, including any changes that have occurred during the reporting year. Accordingly, the March 1, 2026 annual Form B filing can serve as the vehicle for disclosing the restated committee charters, the new Technology & Cybersecurity Oversight Committee charter, the revised DOA Matrix, the amended Corporate Governance Guidelines, and the conforming bylaw amendments.
We note that the CT Holding Company Act does provide the CT DOI with authority to require interim informational filings or supplemental disclosures if it determines that a material change warrants earlier reporting. However, the standard practice for governance-related changes of this nature — where there is no change of control, no material intercompany transaction, and no change in the financial condition or risk profile of the regulated entity — is to incorporate such changes into the next-occurring annual filing. We do not anticipate that the CT DOI will require an interim filing, but QIH should be prepared to respond promptly if the CT DOI requests earlier disclosure.
C. Material Changes Requiring Disclosure
The following specific items within the Form B are implicated by the Governance Overhaul and will need to be updated in the annual filing:
1. Description of Corporate Governance Structure. The Form B requires a description of the corporate governance structure of the ultimate controlling person (QIH), including the composition, authority, and responsibilities of the Board and its standing committees. The Governance Overhaul will require updates to this section to reflect the expansion from five to six standing committees, the creation of the Technology & Cybersecurity Oversight Committee, the updated committee compositions and chairs, and the restated committee charters. The Form B narrative should describe the new committee's mandate and its relationship to the Risk Committee and the Audit Committee, which previously shared informal responsibility for technology and cybersecurity oversight.
2. Description of Management and Service Agreements. The Form B requires disclosure of management agreements, service agreements, and other arrangements within the holding company system that involve the delegation of authority or the provision of services between affiliated entities. The comprehensive revision of the DOA Matrix — particularly with respect to claims-settlement, reinsurance, capital expenditure, and M&A authority thresholds — constitutes a material change to the management framework governing the relationship between QIH and its regulated subsidiaries, including Quorum P&C. The revised parent DOA Matrix and the Model Subsidiary DOA Matrix template should be described in the filing narrative and attached as exhibits.
3. Organizational Chart and Intercompany Relationships. While the Governance Overhaul does not alter the legal entity structure of the QIH holding company system, the updated organizational chart should reflect the revised committee structure and any changes to reporting lines or supervisory relationships resulting from the DOA Matrix revision. To the extent that the DOA Matrix revision affects the nature or terms of intercompany service arrangements (for example, if subsidiary-level claims-settlement activities are now governed by a different authority framework), these changes should be described.
4. Description of Material Changes in Management. The Form B requires disclosure of any material changes in the management of the holding company system. The creation of the sixth standing Board committee, the appointment of Priya Narasimhan as its chair, and the significant threshold changes in the DOA Matrix collectively constitute material changes in the management framework that should be disclosed. The filing narrative should contextualize these changes by reference to the G&W Management Letter, the Veltrano Letter, and the Apex Report, to the extent appropriate for a regulatory filing.
5. Remediation of Lone Star Specialty Claims-Settlement Discrepancy. Although this matter relates primarily to Lone Star Specialty (a TX-domiciled entity), the Lone Star claims-settlement authority discrepancy — in which Lone Star had been operating at a $3.0 million per-claim settlement threshold without QIH Board ratification, versus the $1.0 million authorized threshold in the parent DOA Matrix — has implications for the holding company system as a whole. The CT Form B filing narrative should address this issue as a now-corrected governance gap. Specifically, the filing should explain that: (a) the discrepancy was identified by the independent auditor in the G&W Management Letter; (b) the revised DOA Matrix establishes a $2.5 million subsidiary CEO claims-settlement threshold as the parent-authorized level; and (c) the Model Subsidiary DOA Matrix template will ensure alignment between parent and subsidiary authorities going forward, preventing recurrence of such discrepancies.
D. Filing Mechanics and Timeline
Based on the foregoing analysis, we recommend the following approach for the Connecticut filing:
Annual Form B Filing (due March 1, 2026). The governance changes adopted at the December 11, 2025 Board meeting should be incorporated into the annual Form B filing for the reporting year ending December 31, 2025. This is the most efficient and appropriate filing mechanism, given the proximity of the adoption date to the annual filing deadline.
No Interim Amendment Required. We do not recommend filing an interim amendment to the Form B registration statement prior to the March 1, 2026 annual filing date. The governance changes, while material, are administrative and structural in nature (as distinguished from a change of control, a material intercompany transaction, or a significant change in financial condition) and do not rise to the level that would necessitate an out-of-cycle filing under the CT Holding Company Act. However, if the CT DOI requests earlier notification — for example, in connection with its ongoing supervisory review of the QIH holding company system — QIH should be prepared to submit a supplemental informational filing on an expedited basis.
Filing Preparation. Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich, Managing Director) will prepare the amended Form B in coordination with QIH's internal compliance team (Ivan D. Pruett, Chief Compliance Officer) and C&H. Broadleaf has extensive experience preparing holding company act filings for multi-state insurance groups and maintains working relationships with the CT DOI holding company unit.
Exhibit Package. The annual Form B filing should be accompanied by the following documents as exhibits:
• Omnibus Board resolution authorizing the Governance Overhaul (adopted December 11, 2025)
• Restated Audit Committee Charter
• Restated Compensation & Human Capital Committee Charter
• Restated Nominating & Corporate Governance Committee Charter
• Restated Risk Committee Charter
• Restated Investment Committee Charter
• New Technology & Cybersecurity Oversight Committee Charter
• Revised parent-level DOA Matrix
• Model Subsidiary DOA Matrix template
• Amended & Restated Corporate Governance Guidelines
• Amended Bylaws (Articles III and IV)
• Committee Composition Matrix (showing all 11 directors mapped to six committees with independence status)
Signatories. The annual Form B filing should be signed by Margaret A. Calloway (Chair of the Board & Chief Executive Officer of QIH) and Dennis R. Okonkwo (General Counsel & Corporate Secretary of QIH), in accordance with the CT DOI's requirements for Form B submissions.
E. Additional CT Regulatory Considerations
Several additional Connecticut-specific regulatory considerations bear mention:
Conn. Gen. Stat. § 38a-136 — Material Transaction Notification. The CT Holding Company Act includes a separate notification requirement for "material transactions" within the holding company system, codified at Conn. Gen. Stat. § 38a-136. Under this provision, certain categories of material transactions between affiliated entities — including sales, purchases, loans, investments, and service agreements exceeding specified monetary thresholds — require prior notice to, or approval from, the CT DOI. We have analyzed whether any element of the Governance Overhaul could be characterized as a "material transaction" within the meaning of § 38a-136 and conclude that it does not. The Governance Overhaul is structural and administrative in character — it modifies the governance framework within which future transactions will be approved, but it does not itself constitute a "transaction" between affiliated entities. Accordingly, the § 38a-136 notification requirement is not triggered.
CEO Certification. Under the CT Holding Company Act and implementing regulations, the chief executive officer of a registered insurance holding company is required to provide a certification of compliance with holding company act requirements as part of the annual Form B filing. Margaret A. Calloway's CEO certification accompanying the March 1, 2026 filing should reference the updated governance documents adopted as part of the Governance Overhaul and confirm that the holding company system is in compliance with the CT Holding Company Act as of the certification date.
Group-Wide Supervisory Considerations. As the lead regulator for the QIH holding company system, the CT DOI may share information regarding the Governance Overhaul with the TX DOI and OH DOI through the existing supervisory coordination channels. This reinforces the importance of ensuring consistency across all three state filings, as discussed further in Section VI below.
IV. TEXAS — LONE STAR SPECIALTY INSURANCE COMPANY
A. Applicable Regulatory Framework
Lone Star Specialty Insurance Company ("Lone Star Specialty"), NAIC Company Code 41359, is a specialty lines insurance carrier domiciled in the State of Texas. As such, Lone Star Specialty is subject to the regulatory jurisdiction of the Texas Department of Insurance ("TX DOI").
The applicable regulatory framework is the Texas Insurance Holding Company System Act, codified at Texas Insurance Code, Chapter 823 (the "TX Holding Company Act"). Like the CT Holding Company Act, the TX Holding Company Act is based on the NAIC Model Act #440 and imposes registration, reporting, and disclosure requirements on insurance holding company systems that include Texas-domiciled insurers.
QIH maintains a Form B registration statement on file with the TX DOI, which was most recently updated to reflect the holding company system's governance and corporate structure as of the last annual filing period. The Texas filing requirements differ from Connecticut in certain respects material to the analysis of the Governance Overhaul, as discussed below.
B. Informational Filing Requirements
Under the TX Holding Company Act, a registered insurance holding company is required to provide notice to the TX DOI of material changes to its governance documents, corporate structure, and delegation-of-authority framework. Texas imposes a general requirement that such informational filings be made within 30 days of the occurrence of a material change.
Critically, unlike Connecticut, Texas does not have an annual Form B filing cycle that would conveniently absorb the December 2025 governance changes into a regularly scheduled submission. Under the Texas regulatory framework, the obligation to provide notice of material governance changes is triggered by the occurrence of the change itself, and the registrant must make an affirmative informational filing within the 30-day window regardless of the annual reporting calendar.
Accordingly, the Governance Overhaul adopted at the December 11, 2025 Board meeting will require QIH to submit an informational filing to the TX DOI within 30 days of the adoption date. The filing deadline is approximately January 10, 2026 (calculated as 30 calendar days from December 11, 2025).
This filing is informational in nature and does not require prior approval from the TX DOI. The TX DOI will review the filing to confirm that the governance changes are consistent with the holding company act requirements and do not raise supervisory concerns, but no affirmative regulatory action or approval is required before the changes become effective.
C. Material Changes Requiring Disclosure
The following governance changes are material to Lone Star Specialty and must be disclosed in the Texas informational filing:
1. Board Committee Structure Changes. The expansion of QIH's standing Board committees from five to six, through the creation of the Technology & Cybersecurity Oversight Committee, constitutes a material change to the governance structure of the holding company system. The TX filing should describe the new committee's mandate, composition (Chair: Priya Narasimhan; member: Victor L. Andrade; non-voting advisory member: Camille R. DuPont), and relationship to the existing Risk Committee, which previously shared informal oversight of technology and cybersecurity matters.
2. Revised DOA Matrix Thresholds. The comprehensive revision of the DOA Matrix includes several threshold changes that directly affect Lone Star Specialty's operations:
• Claims Settlement — Subsidiary CEO Authority. The increase in the subsidiary CEO claims-settlement threshold from ≤$1.0 million to ≤$2.5 million per claim directly impacts Lone Star Specialty's operational claims-handling authority. This change is particularly significant in light of the discrepancy identified in the G&W Management Letter, discussed below.
• Lone Star Claims-Settlement Discrepancy. As noted above, the G&W Management Letter identified that Lone Star Specialty had been operating under an internal claims-settlement authority of $3.0 million per claim — which exceeded the $1.0 million threshold authorized by the parent-level DOA Matrix — without formal QIH Board ratification. This discrepancy should be disclosed in the TX filing as a corrected deficiency. The filing narrative should explain that: (i) the discrepancy was identified by the Company's independent auditor in March 2025; (ii) the Board promptly initiated the Governance Overhaul to address, among other matters, the misalignment between parent and subsidiary authority levels; (iii) the revised parent DOA Matrix establishes a $2.5 million subsidiary CEO threshold as the new authorized level; and (iv) the Model Subsidiary DOA Matrix template, which Lone Star Specialty will adopt via a separate subsidiary board resolution, will ensure ongoing alignment between parent and subsidiary authorities.
• Reinsurance Treaty — CEO Authority. The increase in the CEO's authority to bind reinsurance treaties from ≤$25.0 million to ≤$50.0 million per treaty is a material change given the significance of reinsurance arrangements to Lone Star Specialty's specialty lines underwriting operations.
• M&A / Strategic Transactions — Board Approval Threshold. The increase in the Board-approval threshold for mergers, acquisitions, and strategic transactions from >$10.0 million to >$25.0 million expands the range of strategic transactions that can be executed without full Board approval. While this change is at the parent level, it has implications for the holding company system's oversight of subsidiary-related transactions.
3. Amended Corporate Governance Guidelines. The amendments to the Corporate Governance Guidelines — particularly the adoption of a majority voting standard, the mandatory retirement age and tenure limit provisions, and the director overboarding policy — represent material changes to the governance framework of the ultimate controlling person that should be disclosed in the TX filing.
4. Bylaw Amendments. The conforming amendments to the QIH bylaws, including the reference to six standing committees (Article III, Section 3.3), the updated committee appointment mechanics (Article III, Section 3.4), and the DOA Matrix cross-reference for officer authority (Article IV, Section 4.2), should be disclosed and copies of the amended provisions should be included in the filing package.
D. Filing Mechanics and Timeline
Based on the foregoing analysis, we recommend the following approach for the Texas filing:
Filing Deadline. The informational filing must be submitted to the TX DOI within 30 days of the December 11, 2025 adoption date, i.e., by approximately January 10, 2026.
Filing Package. The informational filing should include the following components:
1. Cover Letter. A comprehensive cover letter addressed to the TX DOI holding company unit, describing the scope and purpose of the Governance Overhaul, cataloguing all material changes, and identifying the enclosed exhibits. The cover letter should provide sufficient narrative context to enable the TX DOI analyst to understand the relationship among the various governance changes and the reasons for the Overhaul.
2. Committee Charters. Copies of all six Board committee charters — the five restated charters and the new Technology & Cybersecurity Oversight Committee charter.
3. Revised Parent DOA Matrix. A copy of the revised parent-level DOA Matrix, with a summary highlighting the material threshold changes.
4. Model Subsidiary DOA Matrix Template. A copy of the Model Subsidiary DOA Matrix template that will be adopted by Lone Star Specialty and the other regulated subsidiaries.
5. Amended & Restated Corporate Governance Guidelines. A copy of the amended and restated Corporate Governance Guidelines.
6. Amended Bylaws. A copy of the amended sections of the QIH Amended and Restated Bylaws (Articles III and IV).
7. Omnibus Board Resolution. A copy of the omnibus Board resolution authorizing the Governance Overhaul, adopted December 11, 2025.
Filing Preparation. Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich, Managing Director) will prepare the TX informational filing package in coordination with C&H and QIH's compliance team (Ivan D. Pruett, Chief Compliance Officer).
Pre-Filing Outreach. We recommend that Broadleaf conduct pre-filing outreach to the TX DOI holding company analyst in advance of the filing deadline. The purpose of the pre-filing outreach is to: (i) preview the scope of the Governance Overhaul for the analyst; (ii) confirm the TX DOI's expectations regarding the format and content of the informational filing; and (iii) address any preliminary questions or concerns that the analyst may have, particularly regarding the Lone Star claims-settlement authority discrepancy. Pre-filing outreach is a standard practice that can help facilitate a smoother regulatory review process and reduce the likelihood of follow-up inquiries or requests for supplemental information.
E. Additional TX Regulatory Considerations
Several additional Texas-specific regulatory considerations warrant attention:
Scrutiny of Lone Star Claims-Settlement Discrepancy. The TX DOI may subject the Lone Star claims-settlement authority discrepancy to heightened scrutiny, given that it involved a Texas-domiciled insurer operating outside the authority parameters established by the parent holding company. The informational filing should include a clear and forthcoming narrative explanation of the discrepancy, the circumstances of its identification, and the remediation steps taken. Specifically, the filing should describe: (i) the adoption of the revised parent DOA Matrix with a $2.5 million subsidiary CEO threshold; (ii) Lone Star Specialty's adoption of the Model Subsidiary DOA Matrix template with aligned authority thresholds; and (iii) the implementation of ongoing compliance monitoring procedures to ensure continued alignment between parent and subsidiary authorities.
Separate Subsidiary Board Resolution. Lone Star Specialty's adoption of the Model Subsidiary DOA Matrix template should be documented by a separate resolution of the Lone Star Specialty board of directors (the "Subsidiary Board Resolution"). The Subsidiary Board Resolution should reference the parent Board's omnibus resolution, acknowledge the revised authority thresholds, and formally adopt the Model Subsidiary DOA Matrix template as the governing authority document for Lone Star Specialty's operations. A copy of the Subsidiary Board Resolution should be included in, or referenced by, the TX informational filing. We recommend that the Lone Star Subsidiary Board Resolution be adopted promptly following the December 11, 2025 parent Board meeting, and ideally prior to the submission of the TX informational filing.
No Prior-Approval Requirement. We do not anticipate that any element of the Governance Overhaul will require prior approval from the TX DOI under the TX Holding Company Act. Chapter 823 of the Texas Insurance Code reserves the prior-approval requirement for changes of control (Form A filings), extraordinary dividends and distributions, and certain categories of material affiliated transactions. The governance changes at issue are structural and administrative in nature and fall within the category of informational disclosures rather than prior-approval submissions.
V. OHIO — GREAT LAKES SURETY & INDEMNITY CO.
A. Applicable Regulatory Framework
Great Lakes Surety & Indemnity Co. ("Great Lakes Surety"), NAIC Company Code 29814, is a surety and specialty insurance carrier domiciled in the State of Ohio. As such, Great Lakes Surety is subject to the regulatory jurisdiction of the Ohio Department of Insurance ("OH DOI").
The applicable regulatory framework is the Ohio Insurance Holding Company System Act, codified at Ohio Revised Code § 3901.32 et seq. (the "OH Holding Company Act"). Consistent with the holding company acts of Connecticut and Texas, the OH Holding Company Act is based on the NAIC Model Act #440 and imposes registration, reporting, and disclosure requirements on insurance holding company systems that include Ohio-domiciled insurers.
QIH maintains a registration statement on file with the OH DOI, reflecting the governance and corporate structure of the QIH holding company system as of the most recent filing period. The Ohio filing requirements are generally similar to those of Texas, with an informational filing obligation triggered by the occurrence of material governance changes.
B. Informational Filing Requirements
Under the OH Holding Company Act, specifically Ohio Revised Code § 3901.32 et seq., registered insurance holding companies are required to provide timely informational filings to the OH DOI regarding material changes to governance, corporate structure, intercompany agreements, and the management framework governing the holding company system.
Similar to Texas, Ohio generally requires that informational filings regarding material governance changes be submitted within 30 days of the date on which the changes are adopted or become effective. The Ohio regulatory framework does not provide an annual Form B filing cycle that would absorb the December 2025 governance changes in the manner available under Connecticut's regulatory structure.
Accordingly, the Governance Overhaul adopted at the December 11, 2025 Board meeting will require QIH to submit an informational filing to the OH DOI within 30 days of the adoption date. The filing deadline is approximately January 10, 2026 (calculated as 30 calendar days from December 11, 2025).
As with the Texas filing, the Ohio informational filing is informational in nature and does not require prior regulatory approval. The OH DOI will review the filing to assess consistency with holding company act requirements and to evaluate whether the governance changes raise any supervisory concerns regarding the Ohio-domiciled subsidiary.
C. Material Changes Requiring Disclosure
The following governance changes are material and must be disclosed in the Ohio informational filing:
1. Board Committee Structure Changes. The creation of the Technology & Cybersecurity Oversight Committee and the expansion of QIH's standing Board committees from five to six constitutes a material change to the holding company system's governance structure. The filing should describe the committee's mandate, membership, and the rationale for its creation, including the governance gap identified in the G&W Management Letter and the regulatory and industry trends toward formalized board-level cybersecurity oversight.
2. Revised DOA Matrix Thresholds. The comprehensive revision of the DOA Matrix, including all threshold changes across the five authority categories identified in Section II.B above, must be disclosed in the Ohio filing. Although the Lone Star claims-settlement authority discrepancy was specific to the Texas-domiciled subsidiary, the DOA Matrix revision affects the entire holding company system and has direct implications for the authority framework governing Great Lakes Surety's operations. The filing should describe the revised thresholds, explain the rationale for the changes, and identify those thresholds that have a direct impact on subsidiary-level operational authorities. Great Lakes Surety's adoption of the Model Subsidiary DOA Matrix template should be referenced and the template should be included as an exhibit.
3. Amended Corporate Governance Guidelines and Bylaw Amendments. The amendments to the Corporate Governance Guidelines and the conforming bylaw amendments should be described in the filing narrative and copies of the amended documents should be included as exhibits. These changes affect the governance framework of the ultimate controlling person of Great Lakes Surety and are properly the subject of informational disclosure to the OH DOI.
4. Technology & Cybersecurity Oversight — Particular Relevance to Ohio. The creation of the Technology & Cybersecurity Oversight Committee is particularly relevant to the Ohio filing given the OH DOI's increasing focus on cybersecurity governance in the insurance industry. This regulatory focus is consistent with broader NAIC initiatives, including the NAIC Insurance Data Security Model Law (Model #668), which several states have adopted or are in the process of adopting. The Ohio filing narrative should highlight the creation of the Tech Committee and its alignment with emerging regulatory expectations for board-level cybersecurity oversight.
D. Filing Mechanics and Timeline
The filing mechanics and timeline for the Ohio informational filing are substantially parallel to those for the Texas filing:
Filing Deadline. The informational filing must be submitted to the OH DOI within 30 days of the December 11, 2025 adoption date, i.e., by approximately January 10, 2026.
Filing Package. The contents of the Ohio informational filing package should be consistent with the Texas filing package, including:
• Cover letter describing the Governance Overhaul and cataloguing all material changes
• Copies of all six Board committee charters (five restated, one new)
• Revised parent-level DOA Matrix
• Model Subsidiary DOA Matrix template
• Amended & Restated Corporate Governance Guidelines
• Amended Bylaws (Articles III and IV)
• Omnibus Board resolution (adopted December 11, 2025)
Filing Preparation. Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich, Managing Director) will prepare the OH informational filing package in coordination with C&H and QIH's compliance team (Ivan D. Pruett, Chief Compliance Officer).
Pre-Filing Outreach. As with Texas, we recommend that Broadleaf conduct pre-filing outreach to the OH DOI holding company unit to preview the governance changes, confirm filing format expectations, and address any preliminary questions. This is particularly advisable given the Ohio regulator's heightened focus on cybersecurity governance, which may generate interest in the new Technology & Cybersecurity Oversight Committee and the related governance enhancements.
E. Additional OH Regulatory Considerations
Cybersecurity Governance Focus. As noted above, the OH DOI has been increasingly focused on cybersecurity governance in the insurance industry, consistent with the NAIC's Insurance Data Security Model Law trends and the broader regulatory emphasis on operational resilience and data protection. The creation of the Technology & Cybersecurity Oversight Committee is likely to be viewed favorably by the OH DOI and should be prominently featured in the filing narrative. The filing should describe the committee's specific mandate for cybersecurity oversight, its relationship to the Risk Committee and the Audit Committee, and the qualifications of its members with respect to technology and cybersecurity matters.
Separate Subsidiary Board Resolution. Consistent with the approach recommended for Lone Star Specialty in Texas, Great Lakes Surety's adoption of the Model Subsidiary DOA Matrix template should be documented by a separate resolution of the Great Lakes Surety board of directors. The subsidiary board resolution should be adopted promptly following the December 11, 2025 parent Board meeting and should be included in or referenced by the Ohio informational filing.
No Prior-Approval Requirement. We do not anticipate that any element of the Governance Overhaul will require prior approval from the OH DOI under Ohio Revised Code § 3901.32 et seq. The governance changes are structural and administrative and do not implicate the prior-approval requirements applicable to changes of control, extraordinary dividends, or material affiliated transactions.
VI. CROSS-JURISDICTIONAL COORDINATION
A. Consistency Across Filings
A critical element of the filing strategy is ensuring that the state regulatory filings submitted to the CT DOI, TX DOI, and OH DOI present a consistent and harmonized narrative regarding the Governance Overhaul, its precipitating events, the scope of the changes, and the remediation of previously identified governance gaps.
Insurance regulators routinely coordinate with one another through the NAIC supervisory framework, including through supervisory colleges, information-sharing agreements, and informal communication channels. Inconsistencies between the filings submitted to different regulators — in terms of the characterization of the governance changes, the description of identified deficiencies and remediation steps, or the presentation of the revised governance framework — could raise supervisory concerns and invite additional scrutiny or follow-up inquiries.
To mitigate this risk, we recommend the following:
• The cover letters and narrative descriptions accompanying the CT, TX, and OH filings should be substantially harmonized, with state-specific variations limited to those required by local regulatory requirements or relevant state-specific considerations (such as the emphasis on cybersecurity governance in the Ohio filing and the discussion of the Lone Star claims-settlement discrepancy in the Texas filing).
• The Model Subsidiary DOA Matrix template that will be adopted by all three regulated subsidiaries — Quorum P&C, Lone Star Specialty, and Great Lakes Surety — should be identical in all material respects, ensuring uniform authority thresholds and alignment with the parent-level DOA Matrix across the holding company system.
• The exhibit packages attached to each filing should be consistent. To the extent practicable, all three filings should include the same set of governance documents as exhibits, as identified in Section VI.B below.
Broadleaf Insurance Regulatory Consultants, LLC and C&H will coordinate the drafting of the filing narratives to ensure cross-jurisdictional consistency, and Ivan D. Pruett (Chief Compliance Officer) should review and approve the final filing packages for all three jurisdictions before submission.
B. Common Filing Exhibits
To promote consistency and completeness, the following common exhibits should be attached to all three state filings (CT, TX, and OH):
1. Omnibus Board Resolution (adopted December 11, 2025)
2. Restated Audit Committee Charter
3. Restated Compensation & Human Capital Committee Charter
4. Restated Nominating & Corporate Governance Committee Charter
5. Restated Risk Committee Charter
6. Restated Investment Committee Charter
7. New Technology & Cybersecurity Oversight Committee Charter
8. Revised Parent DOA Matrix
9. Model Subsidiary DOA Matrix Template
10. Amended & Restated Corporate Governance Guidelines
11. Amended Bylaws (Articles III and IV)