1025-00003 · Delaware corp · Board Resolutions & Meeting Materials

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UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP. IN LIEU OF A MEETING

Quorum Insurance Holdings Corp. a Delaware corporation

Effective as of December __, 2025

This Unanimous Written Consent (this "Written Consent") of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "QIH"), is adopted and executed pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, as amended (the "DGCL"), and Article III of the Amended and Restated Bylaws of the Company (the "Bylaws").

The undersigned, being all of the members of the Board of Directors of the Company, acting by unanimous written consent in lieu of a special or regular meeting, without the necessity of prior notice, hereby consent to, adopt, and approve the following recitals and resolutions, which shall have the same force and effect as if adopted by a unanimous vote of all directors at a duly convened meeting of the Board of Directors at which all directors were present and voting.

RECITALS

WHEREAS:

A. Corporate Identity. Quorum Insurance Holdings Corp. ("QIH" or the "Company") is a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 280 Asylum Street, Suite 2200, Hartford, Connecticut 06103. The Company's common stock, par value $0.001 per share, is listed on the New York Stock Exchange ("NYSE") under the ticker symbol "QIHC." The Company was incorporated in Delaware under File Number 4927361 and holds Employer Identification Number 27-4831956 as assigned by the Internal Revenue Service. QIH is a publicly traded multi-line insurance and financial technology holding company. For the fiscal year ended December 31, 2024 ("FY 2024"), the Company reported consolidated annual revenues of approximately $3.12 billion, total consolidated assets of approximately $18.7 billion, and total invested assets of approximately $16.4 billion. As of September 30, 2025, the Company's market capitalization was approximately $4.8 billion based on the closing price of QIHC common stock on the NYSE.

B. Subsidiary Structure. QIH is the ultimate parent holding company of a group of insurance, specialty, and financial technology subsidiaries through which the Company conducts its principal business operations. The key operating subsidiaries of the Company include the following:

(i) Quorum Property & Casualty Insurance Company, a property-casualty insurance company domiciled in the State of Connecticut, holding National Association of Insurance Commissioners ("NAIC") Company Code 38472, and licensed to write business in forty-eight (48) states plus the District of Columbia, which constitutes the Company's largest operating subsidiary and accounts for a substantial majority of consolidated net premiums written;

(ii) Lone Star Specialty Insurance Company, a specialty lines insurance carrier domiciled in the State of Texas, holding NAIC Company Code 41359, focused on surplus lines, professional liability, and specialty casualty coverages;

(iii) Great Lakes Surety & Indemnity Co., a surety and specialty insurance carrier domiciled in the State of Ohio, holding NAIC Company Code 29814, which writes commercial surety bonds, fidelity bonds, and selected specialty casualty lines;

(iv) Quorum MGA Services, LLC, a limited liability company organized under the laws of the State of Delaware, which operates as a managing general agent on behalf of the Company's insurance carrier subsidiaries and select third-party carriers, managing approximately $420 million in gross written premium as of FY 2024; and

(v) Vantage Digital Insurance Solutions, Inc., a corporation organized under the laws of the State of Delaware, which operates as the Company's financial technology and insurtech subsidiary, developing and deploying digital distribution, underwriting automation, and data analytics platforms.

C. Existing Governance Framework. The Board of Directors currently maintains five (5) standing committees to assist the Board in the discharge of its oversight responsibilities: the Audit Committee, the Compensation & Human Capital Committee, the Nominating & Corporate Governance Committee, the Risk Committee, and the Investment Committee. The existing charters governing each of these standing committees were originally adopted by the Board on February 12, 2016, in connection with the Company's corporate reorganization and initial public listing. Targeted amendments to the Audit Committee Charter and the Nominating & Corporate Governance Committee Charter were approved by the Board on March 20, 2019 to address evolving SEC disclosure requirements. Further amendments to the Audit Committee Charter and the Compensation & Human Capital Committee Charter were approved by the Board on June 14, 2021 in connection with certain regulatory developments and evolving best practices. The Company's Delegation of Authority Matrix (the "DOA Matrix"), which sets forth the thresholds of authority delegated by the Board to the Company's officers, committees, and subsidiary management, was last comprehensively updated on October 6, 2017, with an interim amendment limited to claims-payment authority thresholds approved by the Board on April 22, 2020 in response to an increase in large-loss activity related to the COVID-19 pandemic.

D. Triggering Events and Need for Overhaul. A series of developments during 2025 have underscored the need for a comprehensive overhaul of the Company's governance framework, including the following:

(i) In connection with the audit of the Company's consolidated financial statements for FY 2024, the Company's independent registered public accounting firm, Garrett & Whitfield LLP (lead engagement partner: Roland S. Brewer, CPA), delivered a management letter dated March 14, 2025, which included the following governance-related observations: (a) inconsistencies in dollar thresholds between the parent-level DOA Matrix and the subsidiary-level authority matrices in effect at each of the Company's insurance carrier subsidiaries, which created potential ambiguity regarding the level of approval required for certain categories of expenditures and settlements; (b) the absence of a formal Technology & Information Security Committee charter or equivalent governance structure at the Board level to provide oversight of the Company's cybersecurity program, information technology strategy, and related risks, notwithstanding the Company's increasing reliance on digital platforms and the growing materiality of cybersecurity risks in the insurance industry; and (c) a finding that claims-settlement authorities exercised by management of Lone Star Specialty Insurance Company during FY 2024 had, in at least three instances, exceeded the thresholds set forth in the then-effective DOA Matrix without documented Board ratification, although such settlements were determined to have been appropriate in amount and otherwise properly authorized under the subsidiary's own internal claims protocols;

(ii) By letter dated June 18, 2025, Veltrano Institutional Partners, LP, the Company's largest institutional shareholder with a reported beneficial ownership of approximately 8.3% of the Company's outstanding shares of common stock, acting through its head of corporate governance and stewardship, Terrence "Terry" Blackwood, addressed a letter to the Company's Lead Independent Director, Arthur J. Pennington, urging the Board to undertake a comprehensive review and modernization of its governance documentation and public disclosure practices, with particular emphasis on cybersecurity oversight, board refreshment, and the alignment of the Company's governance framework with evolving institutional investor expectations and proxy advisory firm guidelines;

(iii) On June 30, 2025, Apex Proxy Advisors, Inc. (senior vice president: Dana Durneval) delivered a governance benchmarking report commissioned by the Company's Nominating & Corporate Governance Committee, which compared the Company's governance practices against a peer group consisting of fourteen (14) publicly traded insurance holding companies of comparable size, complexity, and business mix. The benchmarking report identified the following key findings: (a) eleven (11) of the fourteen (14) peer companies had adopted a standalone technology and/or cyber committee charter, or had incorporated explicit cybersecurity oversight provisions into an existing committee charter, whereas QIH's existing committee charters were silent on cybersecurity oversight; (b) twelve (12) of the fourteen (14) peer companies had comprehensively updated their delegation-of-authority matrices within the prior twenty-four (24) months; and (c) the Company's existing committee charter language did not reflect the 2024 amendments to Section 303A of the NYSE Listed Company Manual, including updates relating to board composition, committee independence, and clawback-policy administration;

(iv) Through informal engagement conducted during July and August 2025, Westbrook Fiduciary Trust Company, the Company's second-largest institutional shareholder with a reported beneficial ownership of approximately 5.7% of the Company's outstanding shares of common stock, acting through its director of ESG and governance, Elisa N. Fujimoto, expressed its support for the proposed governance charter overhaul and the establishment of a standalone technology and cybersecurity oversight committee, further confirming investor expectations for modernized governance practices; and

(v) Based on the foregoing developments, the Board of Directors, at a regular meeting held on July 22, 2025, authorized management and the Nominating & Corporate Governance Committee to initiate a comprehensive governance overhaul project (the "Governance Overhaul Project"), including the engagement of outside counsel to conduct a thorough review and restatement of all standing committee charters, the DOA Matrix, and the Company's Corporate Governance Guidelines.

E. Engagement of Outside Counsel. Pursuant to authorization granted by the Board on July 22, 2025, the Company engaged the law firm of Calderwood & Harkness LLP ("C&H") under an engagement letter executed on September 5, 2025 (engagement number 1025-00005) to serve as outside counsel for the Governance Overhaul Project and to conduct a comprehensive review, restatement, and, where appropriate, creation of the Company's board committee charters, delegation-of-authority framework, and corporate governance guidelines. The C&H engagement team has consisted of Elaine Forsythe (Responsible Partner), Howard Bellamy (Billing Partner), Natasha Forbes (Lead Associate), and Eric Johannsen (Working Associate). Over the course of the engagement, C&H has delivered the following work product and materials in connection with the Governance Overhaul Project:

(i) Initial gap analysis memoranda, delivered October 3, 2025, identifying deficiencies in existing charter language, areas of non-conformance with current NYSE listing standards, and recommended structural enhancements;

(ii) First drafts of all restated and new committee charters, delivered October 24, 2025, incorporating the findings and recommendations set forth in the gap analysis;

(iii) Revised DOA Matrix for QIH (parent level) and a model subsidiary DOA matrix template, delivered November 5, 2025, reflecting updated authority thresholds calibrated to the Company's current scale of operations;

(iv) A memorandum regarding Delaware law authorization for delegation of board authority under DGCL §§ 141(a) and 141(c), delivered November 18, 2025, confirming the legal permissibility of the proposed committee structures and delegations;

(v) Revised drafts of all governance documents incorporating feedback received from each standing committee during workshops and individual committee review sessions held during October and November 2025, delivered November 21, 2025;

(vi) A final board memorandum summarizing the Governance Overhaul Project, presenting the recommended governance enhancements, and requesting Board approval of all final documents, delivered December 1, 2025; and

(vii) Final execution versions of all governance documents contemplated by the Governance Overhaul Project, delivered December 1, 2025.

F. Regulatory and Compliance Advisors. In connection with the Governance Overhaul Project, the Company has retained Broadleaf Insurance Regulatory Consultants, LLC (managing director: Harold J. Emmerich) to advise on state insurance regulatory implications of the revised authority delegations and governance structure changes for the Company's insurance carrier subsidiaries, with particular emphasis on the domiciliary regulators in Connecticut (the Connecticut Department of Insurance), Texas (the Texas Department of Insurance), and Ohio (the Ohio Department of Insurance). Broadleaf has reviewed the proposed DOA Matrix and subsidiary template to confirm that the revised delegation thresholds are consistent with applicable state insurance holding company act requirements and regulatory expectations. Additionally, the Company's historical outside corporate counsel, Prescott, Henley & Gage LLP (partner: Marissa L. Tavares), which drafted the Company's original 2016 committee charters and governance guidelines in connection with the Company's initial public offering, was consulted informally during the early stages of the Governance Overhaul Project to provide historical context and background regarding the original drafting choices and intent behind the 2016 governance framework. Prescott, Henley & Gage LLP is not formally engaged for the current overhaul.

G. Delaware Law Authorization. The Board has considered the relevant provisions of the DGCL governing the management and governance of Delaware corporations, including the following:

(i) Under DGCL § 141(a), the business and affairs of every corporation organized under Delaware law shall be managed by or under the direction of a board of directors, except as may be otherwise provided in the DGCL or in the corporation's certificate of incorporation;

(ii) Under DGCL § 141(c), the board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, and may delegate to any such committee or committees any of the powers and authority of the board of directors in the management of the business and affairs of the corporation, subject to the statutory limitations set forth in DGCL § 141(c)(2), which provides that no committee shall have the power or authority to (a) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, (b) adopt, amend, or repeal any bylaw of the corporation, or (c) take certain other actions as specified by law;

(iii) Under DGCL § 141(f), unless otherwise restricted by the certificate of incorporation or bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, or by electronic transmission; and

(iv) Under DGCL § 142, every corporation organized under the DGCL shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors that is not inconsistent with the bylaws.

H. NYSE Compliance. QIH, as a listed company on the New York Stock Exchange, is required to comply with the applicable provisions of the NYSE Listed Company Manual, including Sections 303A.01 through 303A.14, which establish requirements regarding board and committee composition, charter content, director independence, and corporate governance standards. In particular, NYSE Rule 303A.14 requires listed companies to adopt and comply with clawback policies implementing SEC Rule 10D-1 under the Securities Exchange Act of 1934, as amended. The restated and new committee charters, the Amended & Restated Corporate Governance Guidelines, and the other governance documents being adopted pursuant to this Written Consent have been drafted by C&H to comply with the current NYSE listing standards, including the 2024 amendments to Section 303A of the NYSE Listed Company Manual, which became effective on January 1, 2025.

I. Board Review. The Board of Directors has reviewed and considered the final board memorandum dated December 1, 2025, prepared by Calderwood & Harkness LLP, together with all supporting materials, including the gap analysis memoranda, the Delaware law authorization memorandum, the governance benchmarking report prepared by Apex Proxy Advisors, Inc., the regulatory assessment provided by Broadleaf Insurance Regulatory Consultants, LLC, and the final execution versions of all governance documents. Having considered all relevant factors, including the recommendations of management and outside counsel, the Board has determined that the actions set forth herein are advisable and in the best interests of the Company and its stockholders.

RESOLUTIONS

NOW, THEREFORE, BE IT:

Resolution 1 — Adoption of the Amended and Restated Audit Committee Charter

RESOLVED, that the Amended and Restated Charter of the Audit Committee of the Board of Directors (the "Audit Committee Charter"), in the form attached hereto as Exhibit A and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the Audit Committee Charter so adopted hereby supersedes and replaces in its entirety all prior versions of the Audit Committee Charter, including the original charter adopted on February 12, 2016, as amended on March 20, 2019, and as further amended on June 14, 2021, and any and all interim amendments or modifications thereto.

The Board notes and acknowledges the following key enhancements incorporated into the Amended and Restated Audit Committee Charter:

(a) the addition of enterprise risk management ("ERM") oversight responsibility, requiring the Audit Committee to receive and review periodic reports from management and the Chief Risk Officer regarding the Company's ERM framework, with a particular focus on financial, operational, and compliance risks;

(b) the incorporation of clawback-policy administration responsibilities, consistent with SEC Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and NYSE Rule 303A.14, including the authority to administer the Company's Incentive Compensation Recoupment Policy and to determine and enforce any recoupment of erroneously awarded incentive-based compensation;

(c) the addition of a mandatory annual committee self-evaluation provision, requiring the Audit Committee to conduct an annual assessment of its performance and the adequacy of its charter, and to report the results of such evaluation to the full Board through the Nominating & Corporate Governance Committee; and

(d) the establishment of a formal coordination protocol with the Risk Committee, requiring at least two (2) joint sessions per fiscal year and the exchange of meeting agendas and materials in advance to minimize duplication and ensure comprehensive coverage of overlapping risk and control matters.

The Board further confirms that Dr. Lilian Fong-Archer shall continue to serve as Chair of the Audit Committee. The Board has previously determined, and hereby reaffirms, that Dr. Fong-Archer qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the SEC and meets the heightened independence and financial literacy requirements applicable to audit committee members under NYSE listing standards and SEC rules.

Resolution 2 — Adoption of the Amended and Restated Compensation & Human Capital Committee Charter

RESOLVED, that the Amended and Restated Charter of the Compensation & Human Capital Committee of the Board of Directors (the "Compensation Committee Charter"), in the form attached hereto as Exhibit B and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the Compensation Committee Charter so adopted hereby supersedes and replaces in its entirety all prior versions of the Compensation & Human Capital Committee Charter, including the original charter adopted on February 12, 2016, and as amended on June 14, 2021, and any and all interim amendments or modifications thereto.

The Board notes and acknowledges the following key enhancements incorporated into the Amended and Restated Compensation Committee Charter:

(a) the grant of express authority to the Compensation & Human Capital Committee to retain, compensate, and terminate independent compensation consultants, legal counsel, and other advisors without the necessity of obtaining further approval from the Board, subject to the independence assessment requirements set forth in SEC and NYSE rules;

(b) the addition of substantive human-capital-management oversight language, requiring the Compensation & Human Capital Committee to oversee the Company's strategies and policies related to workforce composition, talent development, succession planning, diversity and inclusion, employee engagement, and organizational culture, and to receive periodic reports from the Chief Human Resources Officer on such matters;

(c) the addition of a mandatory annual committee self-evaluation provision, consistent with the self-evaluation provisions adopted for the Audit Committee and other standing committees; and

(d) the clarification and expansion of the Committee's role in overseeing executive compensation risk, including the requirement to receive an annual assessment from the Company's independent compensation consultant regarding whether the Company's compensation programs create risks that are reasonably likely to have a material adverse effect on the Company.

The Board further confirms that Claudia M. Severin shall continue to serve as Chair of the Compensation & Human Capital Committee.

Resolution 3 — Adoption of the Amended and Restated Nominating & Corporate Governance Committee Charter

RESOLVED, that the Amended and Restated Charter of the Nominating & Corporate Governance Committee of the Board of Directors (the "NCG Committee Charter"), in the form attached hereto as Exhibit C and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the NCG Committee Charter so adopted hereby supersedes and replaces in its entirety all prior versions of the Nominating & Corporate Governance Committee Charter, including the original charter adopted on February 12, 2016, and as amended on March 20, 2019, and any and all interim amendments or modifications thereto.

The Board notes and acknowledges the following key enhancements incorporated into the Amended and Restated NCG Committee Charter:

(a) the addition of express ESG and sustainability oversight responsibility, requiring the Nominating & Corporate Governance Committee to oversee the Company's environmental, social, and governance strategy and public reporting, to receive periodic reports from management on ESG matters, and to make recommendations to the Board regarding the integration of ESG considerations into the Company's overall corporate strategy and risk management framework;

(b) the establishment of a director skills-matrix requirement, requiring the Nominating & Corporate Governance Committee to develop and annually update a matrix of the skills, experiences, qualifications, and attributes that the Committee believes are important for Board service at QIH, taking into account the Company's strategic direction, industry dynamics, and evolving governance best practices, and to disclose the skills matrix in the Company's annual proxy statement;

(c) the adoption of a shareholder-engagement protocol, setting forth procedures by which the Lead Independent Director and the Chair of the Nominating & Corporate Governance Committee shall make themselves available for engagement with holders of three percent (3%) or more of the Company's outstanding shares of common stock on governance-related matters, with appropriate coordination with the Company's investor relations function and General Counsel;

(d) the incorporation of board-refreshment provisions, setting forth the Committee's responsibility to evaluate board composition, tenure, diversity, and succession planning on an ongoing basis, with reference to the mandatory retirement age and tenure limits set forth in the Amended & Restated Corporate Governance Guidelines; and

(e) the addition of a mandatory annual committee self-evaluation provision, consistent with the self-evaluation provisions adopted for the other standing committees.

The Board further confirms that Arthur J. Pennington shall continue to serve as Chair of the Nominating & Corporate Governance Committee and as Lead Independent Director of the Board.

Resolution 4 — Adoption of the Amended and Restated Risk Committee Charter

RESOLVED, that the Amended and Restated Charter of the Risk Committee of the Board of Directors (the "Risk Committee Charter"), in the form attached hereto as Exhibit D and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the Risk Committee Charter so adopted hereby supersedes and replaces in its entirety all prior versions of the Risk Committee Charter, including the original charter adopted on February 12, 2016, which had not been subsequently amended.

The Board notes and acknowledges the following key enhancements incorporated into the Amended and Restated Risk Committee Charter:

(a) the addition of detailed, insurance-specific risk categories to the Risk Committee's oversight mandate, including express responsibility for oversight of underwriting risk, loss reserving adequacy and development, reinsurance program structure and counterparty credit risk, catastrophe exposure management and modeling, and emerging risks specific to the insurance industry (including climate-related physical and transition risks);

(b) the establishment of formal coordination protocols with both the Audit Committee and the newly created Technology & Cybersecurity Oversight Committee, requiring at least two (2) joint sessions per fiscal year with the Audit Committee and at least one (1) joint session per fiscal year with the Technology & Cybersecurity Oversight Committee to ensure comprehensive and integrated oversight of the Company's risk landscape;

(c) the requirement that the Chief Risk Officer provide quarterly written reports to the Risk Committee and present at each regularly scheduled committee meeting; and

(d) the addition of a mandatory annual committee self-evaluation provision, consistent with the self-evaluation provisions adopted for the other standing committees.

The Board further confirms that Raymond T. Huerta shall continue to serve as Chair of the Risk Committee.

Resolution 5 — Adoption of the Amended and Restated Investment Committee Charter

RESOLVED, that the Amended and Restated Charter of the Investment Committee of the Board of Directors (the "Investment Committee Charter"), in the form attached hereto as Exhibit E and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the Investment Committee Charter so adopted hereby supersedes and replaces in its entirety all prior versions of the Investment Committee Charter, including the original charter adopted on February 12, 2016, which had not been subsequently amended.

The Board notes and acknowledges the following key enhancements incorporated into the Amended and Restated Investment Committee Charter:

(a) the update of the investment-policy delegation threshold for single-issuer exposure from $50.0 million to $75.0 million, reflecting the approximately 46.4% growth in the Company's total invested assets from approximately $11.2 billion at the time the original charter was adopted in 2016 to approximately $16.4 billion as of December 31, 2024, and providing the Investment Committee and the Company's Chief Investment Officer with authority commensurate with the current scale and complexity of the Company's investment portfolio;

(b) the addition of ESG integration provisions, requiring the Investment Committee to oversee the incorporation of environmental, social, and governance factors into the Company's investment strategy and portfolio management, including the development and periodic review of responsible investment guidelines;

(c) the establishment of a reporting and coordination protocol with the Risk Committee, requiring the Investment Committee to provide quarterly reports to the Risk Committee regarding material changes in portfolio risk metrics, asset allocation, and investment performance; and

(d) the addition of a mandatory annual committee self-evaluation provision, consistent with the self-evaluation provisions adopted for the other standing committees.

The Board further confirms that Jonathan K. Whitmore shall continue to serve as Chair of the Investment Committee.

Resolution 6 — Adoption of the Charter for the Technology & Cybersecurity Oversight Committee

RESOLVED, that the Board of Directors hereby establishes a sixth standing committee of the Board to be known as the "Technology & Cybersecurity Oversight Committee" (the "TCOC"), and adopts the Charter of the Technology & Cybersecurity Oversight Committee, in the form attached hereto as Exhibit F and incorporated herein by reference, effective immediately upon adoption of this Written Consent.

FURTHER RESOLVED, that the TCOC shall be composed of a minimum of three (3) independent directors of the Company, of whom at least one (1) member shall possess cybersecurity or technology expertise, as defined in the TCOC Charter. The Board hereby appoints the following directors as the initial members of the Technology & Cybersecurity Oversight Committee:

(i) Priya Narasimhan — Chair of the Technology & Cybersecurity Oversight Committee;

(ii) Victor L. Andrade — Member; and

(iii) Camille R. DuPont — Non-voting advisory member (management director), who shall attend meetings of the TCOC in an advisory capacity and shall not be counted for purposes of determining a quorum or for purposes of voting on any matter before the TCOC.

The Board notes and acknowledges that the TCOC Charter assigns to the Technology & Cybersecurity Oversight Committee primary oversight responsibility for the following key areas:

(a) the Company's cybersecurity program, including the adequacy and effectiveness of cybersecurity policies, controls, and incident response plans;

(b) the Company's information technology strategy, including major technology investments, digital transformation initiatives, and technology infrastructure;

(d) insurtech initiatives, including the technology strategy and operations of Vantage Digital Insurance Solutions, Inc.;

(e) artificial intelligence governance, including the responsible use of AI and machine learning in underwriting, claims, and other insurance operations;

(f) third-party technology risk, including oversight of key technology vendors, cloud service providers, and outsourced technology functions; and

(g) cybersecurity incident response, including the review and approval of the Company's incident response plan and the receipt of reports regarding any material cybersecurity incidents.

The TCOC shall provide quarterly reports to the full Board of Directors and shall maintain formal coordination protocols with the Risk Committee and the Audit Committee, including joint sessions as set forth in the respective committee charters, to ensure integrated oversight of technology and cybersecurity risks within the Company's broader enterprise risk management framework.

Resolution 7 — Approval of the Revised Delegation of Authority Matrix (Parent Level)

RESOLVED, that the revised Delegation of Authority Matrix for Quorum Insurance Holdings Corp. (the "Revised DOA Matrix"), in the form attached hereto as Exhibit G and incorporated herein by reference, is hereby approved and adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the Revised DOA Matrix so adopted hereby supersedes and replaces in its entirety the Delegation of Authority Matrix last comprehensively updated on October 6, 2017, as amended on April 22, 2020, and any and all other prior versions, amendments, or supplements thereto.

The Board notes and acknowledges the following key changes to authority thresholds incorporated into the Revised DOA Matrix:

The revised thresholds reflected in the Revised DOA Matrix have been calibrated to reflect the significant growth in the Company's operations, assets, and revenues since the DOA Matrix was last comprehensively updated in 2017, and are designed to provide management with appropriate operational flexibility while preserving meaningful Board and committee oversight of material decisions and commitments. The Revised DOA Matrix also reflects the establishment of the Technology & Cybersecurity Oversight Committee by incorporating the TCOC into the approval chain for technology-related expenditures and initiatives above specified thresholds.

Resolution 8 — Approval of the Model Subsidiary Delegation of Authority Matrix Template

RESOLVED, that the Model Subsidiary Delegation of Authority Matrix Template (the "Subsidiary DOA Template"), in the form attached hereto as Exhibit H and incorporated herein by reference, is hereby approved by the Board of Directors.

FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to cause each of the Company's subsidiaries, including Quorum Property & Casualty Insurance Company, Lone Star Specialty Insurance Company, Great Lakes Surety & Indemnity Co., Quorum MGA Services, LLC, and Vantage Digital Insurance Solutions, Inc., to adopt a subsidiary-level delegation of authority matrix that is consistent with the Subsidiary DOA Template, with subsidiary-specific authority thresholds to be calibrated to the scale, complexity, and nature of each subsidiary's operations, taking into account the applicable regulatory requirements of the subsidiary's domiciliary state, and to complete such adoption within ninety (90) days of the date of this Written Consent. The officers of the Company shall report to the Risk Committee upon completion of the subsidiary-level DOA matrix adoption process, and shall provide copies of each adopted subsidiary-level matrix to the Risk Committee and the Audit Committee for their records.

Resolution 9 — Adoption of the Amended & Restated Corporate Governance Guidelines

RESOLVED, that the Amended & Restated Corporate Governance Guidelines of Quorum Insurance Holdings Corp. (the "Governance Guidelines"), in the form attached hereto as Exhibit I and incorporated herein by reference, are hereby adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the Governance Guidelines so adopted hereby supersede and replace in their entirety all prior versions of the Company's corporate governance guidelines, and any and all amendments, modifications, or supplements thereto.

The Board notes and acknowledges the following key amendments and enhancements incorporated into the Amended & Restated Corporate Governance Guidelines:

(a) Mandatory Retirement Age. The establishment of a mandatory retirement age of seventy-five (75) years for non-employee directors, pursuant to which no director who has attained the age of seventy-five (75) may stand for re-election at the next annual meeting of stockholders following his or her seventy-fifth birthday, unless the Board, upon the recommendation of the Nominating & Corporate Governance Committee, determines that a waiver is in the best interests of the Company and its stockholders;

(b) Tenure Limit. The establishment of a fifteen (15)-year tenure limit for independent directors, pursuant to which no independent director may serve more than fifteen (15) consecutive years on the Board, unless the Board, upon the recommendation of the Nominating & Corporate Governance Committee, determines that a waiver is in the best interests of the Company and its stockholders, taking into account the director's contributions, the continuity of Board leadership, and other relevant factors;

(c) Director Overboarding Policy. The adoption of a director overboarding policy providing that (i) independent directors may not serve on more than four (4) total public-company boards of directors simultaneously (including the QIH Board), and (ii) any director who is also serving as chief executive officer of a public company may not serve on more than two (2) total public-company boards of directors simultaneously (including the QIH Board), unless the Nominating & Corporate Governance Committee determines that such additional service would not impair the director's ability to effectively serve on the QIH Board;

(d) Majority Voting Standard. The adoption of a majority voting standard for the election of directors in uncontested elections, replacing the existing plurality voting standard. Under the majority voting standard, each director nominee in an uncontested election shall be elected by the affirmative vote of a majority of the votes cast with respect to that director's election. Any incumbent director who fails to receive the requisite majority vote shall promptly tender his or her resignation for consideration by the Nominating & Corporate Governance Committee, which shall make a recommendation to the Board regarding whether to accept or reject the resignation within ninety (90) days of the certification of election results. The plurality voting standard shall continue to apply in contested elections;

(e) Shareholder Engagement Protocol. The formalization of a shareholder engagement protocol providing that the Lead Independent Director (currently Arthur J. Pennington) and the Chair of the Nominating & Corporate Governance Committee shall make themselves available for engagement with holders of three percent (3%) or more of the Company's outstanding shares of common stock on governance-related matters, in coordination with the Company's investor relations function, General Counsel, and Corporate Secretary, and subject to applicable securities laws and the Company's public disclosure policies; and

(f) Annual Board and Committee Self-Evaluation Process. The formalization of an annual board and committee self-evaluation process, requiring the Nominating & Corporate Governance Committee to oversee annual evaluations of the full Board, each standing committee, and, where appropriate, individual directors, with the results of such evaluations to be discussed in executive session and used to inform Board composition and governance practices on an ongoing basis.

Resolution 10 — Adoption of Conforming Bylaw Amendments

RESOLVED, that the Amended and Restated Bylaws of the Company be, and hereby are, amended in the following respects, effective immediately upon adoption of this Written Consent:

(a) Article III, Section 3.3 (Standing Committees) is hereby amended and restated to provide that the Board of Directors shall maintain six (6) standing committees, specifically: (i) the Audit Committee, (ii) the Compensation & Human Capital Committee, (iii) the Nominating & Corporate Governance Committee, (iv) the Risk Committee, (v) the Investment Committee, and (vi) the Technology & Cybersecurity Oversight Committee, each of which shall have such powers, duties, and responsibilities as set forth in its respective charter as adopted and amended by the Board of Directors from time to time;

(b) Article III, Section 3.4 (Committee Appointments) is hereby amended and restated to provide that the members of each standing committee of the Board shall be appointed annually by the Board of Directors at the first regular meeting of the Board following the annual meeting of stockholders, and shall serve until their successors are appointed or until their earlier death, resignation, disqualification, or removal by the Board, in each case in accordance with the applicable committee charter and the Company's Governance Guidelines; and

(c) Article IV, Section 4.2 (Officer Authority) is hereby amended and restated to provide that the officers of the Company shall have such authority and perform such duties as may be set forth in the Bylaws, or as may be determined or delegated by the Board of Directors, including as set forth in the Delegation of Authority Matrix as approved and amended by the Board of Directors from time to time, and that any reference in the Bylaws to the authority of any officer shall be deemed to be subject to and limited by the terms and thresholds set forth in the then-effective Delegation of Authority Matrix.

The General Counsel & Corporate Secretary is hereby authorized and directed to prepare and file a conformed copy of the Amended and Restated Bylaws, as amended hereby, with the minutes of the Company and to make such ministerial and conforming changes to the text of the Bylaws as may be necessary or appropriate to give effect to the foregoing amendments.

Resolution 11 — Authorization of Public Filings and Disclosures

RESOLVED, that the officers of the Company, including Margaret A. Calloway, Chair of the Board and Chief Executive Officer, and Dennis R. Okonkwo, General Counsel and Corporate Secretary, are hereby authorized and directed to take the following actions in connection with the public disclosure of the governance actions approved pursuant to this Written Consent:

(a) File a Current Report on Form 8-K with the United States Securities and Exchange Commission (the "SEC") under Item 5.05 (Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics) and/or Item 8.01 (Other Events), as appropriate, disclosing the comprehensive governance overhaul effectuated by this Written Consent, including the adoption of restated committee charters, the establishment of the Technology & Cybersecurity Oversight Committee, the adoption of the Revised DOA Matrix, the adoption of the Amended & Restated Corporate Governance Guidelines (including the majority voting standard, retirement age, tenure limit, and overboarding policy), and the adoption of conforming Bylaw amendments, with an anticipated filing date of December 15, 2025;

(b) Cause the posting of the restated and new committee charters, the Amended & Restated Corporate Governance Guidelines, and such other governance documents as are required or appropriate to be made publicly available, on the Company's corporate website (www.quoruminsuranceholdings.com), in the "Corporate Governance" section of the investor relations pages, within five (5) business days of the date of this Written Consent, in compliance with NYSE listing standards requiring public availability of committee charters and governance guidelines;

(c) Submit the annual CEO certification of compliance with NYSE listing standards, as required by Section 303A.12(a) of the NYSE Listed Company Manual, within thirty (30) days of the material governance changes effectuated by this Written Consent, confirming the Company's compliance with the applicable corporate governance requirements of the NYSE, including as modified by the 2024 amendments to Section 303A; and

(d) Coordinate with Pinnacle Transfer Services, Inc. (the Company's transfer agent and registrar, located in Canton, Massachusetts) as necessary in connection with any stockholder communications related to the governance changes effectuated by this Written Consent, including the preparation of any required notices to stockholders.

Resolution 12 — Authorization of State Insurance Regulatory Filings

RESOLVED, that the officers of the Company are hereby authorized and directed to take the following actions in connection with state insurance regulatory filings arising from the governance changes effectuated by this Written Consent:

(a) Cause the filing of an updated holding company information filing, including an amendment to the Connecticut Department of Insurance Form B (Insurance Holding Company System Annual Registration Statement) for Quorum Property & Casualty Insurance Company (NAIC Company Code 38472), reflecting the material changes to the parent holding company's governance structure, including the establishment of the Technology & Cybersecurity Oversight Committee and the adoption of the Revised DOA Matrix, with such filing to be submitted on or before March 1, 2026, in accordance with the applicable filing schedule under the Connecticut Insurance Holding Company System Regulatory Act (Conn. Gen. Stat. § 38a-129 et seq.);

(b) Cause the preparation and filing of such informational or supplemental filings with the Texas Department of Insurance as may be required or advisable in connection with Lone Star Specialty Insurance Company (NAIC Company Code 41359), reflecting amendments to upstream delegation authorities and the revised governance structure of the holding company system, within thirty (30) days of the date of this Written Consent, in accordance with the Texas Insurance Holding Company System Regulatory Act (Tex. Ins. Code Ch. 823);

(c) Cause the preparation and filing of such informational or supplemental filings with the Ohio Department of Insurance as may be required or advisable in connection with Great Lakes Surety & Indemnity Co. (NAIC Company Code 29814), reflecting amendments to upstream delegation authorities and the revised governance structure of the holding company system, within thirty (30) days of the date of this Written Consent, pursuant to the Ohio Insurance Holding Company System Regulatory Act (Ohio Rev. Code § 3901.32 et seq.); and

(d) Coordinate with Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich, Managing Director) on the preparation, review, and submission of all regulatory filings referenced in subsections (a) through (c) above, and authorize such additional regulatory filings, notifications, or communications as Broadleaf or the Company's General Counsel may determine to be necessary or advisable to ensure compliance with applicable state insurance regulatory requirements.

Resolution 13 — Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by the officers, directors, employees, and agents of the Company in connection with the matters contemplated by the foregoing resolutions, including, without limitation, the following, are hereby ratified, confirmed, approved, and adopted in all respects as the valid and authorized acts and deeds of the Company:

(a) the engagement of Calderwood & Harkness LLP pursuant to the engagement letter executed September 5, 2025 (engagement number 1025-00005), and the payment of all fees and expenses incurred in connection therewith;

(b) the engagement of Broadleaf Insurance Regulatory Consultants, LLC, and the payment of all fees and expenses incurred in connection therewith;

(c) the retention of Apex Proxy Advisors, Inc. for governance benchmarking services, and the payment of all fees and expenses incurred in connection therewith;

(d) the informal consultation with Prescott, Henley & Gage LLP regarding historical context for the original 2016 governance documents;

(e) all preparatory actions, workshops, committee review sessions, management presentations, and deliberations undertaken by the Board, the standing committees, and management in connection with the Governance Overhaul Project from July 22, 2025 through the date hereof; and

(f) all other actions taken by any officer, director, employee, or agent of the Company that were necessary, appropriate, or incidental to the foregoing.

Resolution 14 — General Authorization

RESOLVED, that each officer of the Company, including the Chair of the Board and Chief Executive Officer, the Chief Financial Officer, the General Counsel and Corporate Secretary, and any other officer holding a title of Vice President or above, is hereby authorized and empowered, acting singly, to take or cause to be taken all such further actions, and to execute, deliver, file, and record all such further documents, instruments, agreements, certificates, notices, consents, and communications, in the name and on behalf of the Company, as such officer may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, with such changes, additions, deletions, and modifications as such officer may approve (such approval to be conclusively evidenced by the taking of such action or the execution and delivery of such document), and to pay or cause to be paid all fees, expenses, taxes, and other costs incident thereto; and that the taking of any such action or the execution and delivery of any such document by any such officer shall be conclusive evidence of such officer's determination that such action or document was necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions.

EFFECTIVENESS AND COUNTERPARTS

This Written Consent shall be effective as of the date set forth above or, if executed in counterparts, as of the date on which the last director to execute this Written Consent has done so.

This Written Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by electronic mail (including by PDF, Brightwater Software, or other electronic signature platform) or by other means of electronic transmission shall be effective to the same extent as delivery of a manually executed counterpart, and signatures transmitted by electronic transmission shall be deemed original signatures for all purposes. This Written Consent may be evidenced by electronic transmission in accordance with Section 141(f) of the DGCL.

This Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained by the Corporate Secretary among the permanent records of the Company.

EXHIBITS

The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit A: Amended and Restated Charter — Audit Committee of the Board of Directors

Exhibit B: Amended and Restated Charter — Compensation & Human Capital Committee of the Board of Directors

Exhibit C: Amended and Restated Charter — Nominating & Corporate Governance Committee of the Board of Directors

Exhibit D: Amended and Restated Charter — Risk Committee of the Board of Directors

Exhibit E: Amended and Restated Charter — Investment Committee of the Board of Directors

Exhibit F: Charter — Technology & Cybersecurity Oversight Committee of the Board of Directors

Exhibit G: Revised Delegation of Authority Matrix — Quorum Insurance Holdings Corp. (Parent Level)

By: ________

Name: Susan B. Trautman

Title: Director

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP. IN LIEU OF A MEETING
Quorum Insurance Holdings Corp. a Delaware corporation
Effective as of December __, 2025
This Unanimous Written Consent (this "Written Consent") of the Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "QIH"), is adopted and executed pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, as amended (the "DGCL"), and Article III of the Amended and Restated Bylaws of the Company (the "Bylaws").
The undersigned, being all of the members of the Board of Directors of the Company, acting by unanimous written consent in lieu of a special or regular meeting, without the necessity of prior notice, hereby consent to, adopt, and approve the following recitals and resolutions, which shall have the same force and effect as if adopted by a unanimous vote of all directors at a duly convened meeting of the Board of Directors at which all directors were present and voting.
RECITALS
WHEREAS:
A. Corporate Identity. Quorum Insurance Holdings Corp. ("QIH" or the "Company") is a corporation duly organized and existing under the laws of the State of Delaware, with its principal executive offices located at 280 Asylum Street, Suite 2200, Hartford, Connecticut 06103. The Company's common stock, par value $0.001 per share, is listed on the New York Stock Exchange ("NYSE") under the ticker symbol "QIHC." The Company was incorporated in Delaware under File Number 4927361 and holds Employer Identification Number 27-4831956 as assigned by the Internal Revenue Service. QIH is a publicly traded multi-line insurance and financial technology holding company. For the fiscal year ended December 31, 2024 ("FY 2024"), the Company reported consolidated annual revenues of approximately $3.12 billion, total consolidated assets of approximately $18.7 billion, and total invested assets of approximately $16.4 billion. As of September 30, 2025, the Company's market capitalization was approximately $4.8 billion based on the closing price of QIHC common stock on the NYSE.
B. Subsidiary Structure. QIH is the ultimate parent holding company of a group of insurance, specialty, and financial technology subsidiaries through which the Company conducts its principal business operations. The key operating subsidiaries of the Company include the following:
(i) Quorum Property & Casualty Insurance Company, a property-casualty insurance company domiciled in the State of Connecticut, holding National Association of Insurance Commissioners ("NAIC") Company Code 38472, and licensed to write business in forty-eight (48) states plus the District of Columbia, which constitutes the Company's largest operating subsidiary and accounts for a substantial majority of consolidated net premiums written;
(ii) Lone Star Specialty Insurance Company, a specialty lines insurance carrier domiciled in the State of Texas, holding NAIC Company Code 41359, focused on surplus lines, professional liability, and specialty casualty coverages;
(iii) Great Lakes Surety & Indemnity Co., a surety and specialty insurance carrier domiciled in the State of Ohio, holding NAIC Company Code 29814, which writes commercial surety bonds, fidelity bonds, and selected specialty casualty lines;
(iv) Quorum MGA Services, LLC, a limited liability company organized under the laws of the State of Delaware, which operates as a managing general agent on behalf of the Company's insurance carrier subsidiaries and select third-party carriers, managing approximately $420 million in gross written premium as of FY 2024; and
(v) Vantage Digital Insurance Solutions, Inc., a corporation organized under the laws of the State of Delaware, which operates as the Company's financial technology and insurtech subsidiary, developing and deploying digital distribution, underwriting automation, and data analytics platforms.
C. Existing Governance Framework. The Board of Directors currently maintains five (5) standing committees to assist the Board in the discharge of its oversight responsibilities: the Audit Committee, the Compensation & Human Capital Committee, the Nominating & Corporate Governance Committee, the Risk Committee, and the Investment Committee. The existing charters governing each of these standing committees were originally adopted by the Board on February 12, 2016, in connection with the Company's corporate reorganization and initial public listing. Targeted amendments to the Audit Committee Charter and the Nominating & Corporate Governance Committee Charter were approved by the Board on March 20, 2019 to address evolving SEC disclosure requirements. Further amendments to the Audit Committee Charter and the Compensation & Human Capital Committee Charter were approved by the Board on June 14, 2021 in connection with certain regulatory developments and evolving best practices. The Company's Delegation of Authority Matrix (the "DOA Matrix"), which sets forth the thresholds of authority delegated by the Board to the Company's officers, committees, and subsidiary management, was last comprehensively updated on October 6, 2017, with an interim amendment limited to claims-payment authority thresholds approved by the Board on April 22, 2020 in response to an increase in large-loss activity related to the COVID-19 pandemic.
D. Triggering Events and Need for Overhaul. A series of developments during 2025 have underscored the need for a comprehensive overhaul of the Company's governance framework, including the following:
(i) In connection with the audit of the Company's consolidated financial statements for FY 2024, the Company's independent registered public accounting firm, Garrett & Whitfield LLP (lead engagement partner: Roland S. Brewer, CPA), delivered a management letter dated March 14, 2025, which included the following governance-related observations: (a) inconsistencies in dollar thresholds between the parent-level DOA Matrix and the subsidiary-level authority matrices in effect at each of the Company's insurance carrier subsidiaries, which created potential ambiguity regarding the level of approval required for certain categories of expenditures and settlements; (b) the absence of a formal Technology & Information Security Committee charter or equivalent governance structure at the Board level to provide oversight of the Company's cybersecurity program, information technology strategy, and related risks, notwithstanding the Company's increasing reliance on digital platforms and the growing materiality of cybersecurity risks in the insurance industry; and (c) a finding that claims-settlement authorities exercised by management of Lone Star Specialty Insurance Company during FY 2024 had, in at least three instances, exceeded the thresholds set forth in the then-effective DOA Matrix without documented Board ratification, although such settlements were determined to have been appropriate in amount and otherwise properly authorized under the subsidiary's own internal claims protocols;
(ii) By letter dated June 18, 2025, Veltrano Institutional Partners, LP, the Company's largest institutional shareholder with a reported beneficial ownership of approximately 8.3% of the Company's outstanding shares of common stock, acting through its head of corporate governance and stewardship, Terrence "Terry" Blackwood, addressed a letter to the Company's Lead Independent Director, Arthur J. Pennington, urging the Board to undertake a comprehensive review and modernization of its governance documentation and public disclosure practices, with particular emphasis on cybersecurity oversight, board refreshment, and the alignment of the Company's governance framework with evolving institutional investor expectations and proxy advisory firm guidelines;
(iii) On June 30, 2025, Apex Proxy Advisors, Inc. (senior vice president: Dana Durneval) delivered a governance benchmarking report commissioned by the Company's Nominating & Corporate Governance Committee, which compared the Company's governance practices against a peer group consisting of fourteen (14) publicly traded insurance holding companies of comparable size, complexity, and business mix. The benchmarking report identified the following key findings: (a) eleven (11) of the fourteen (14) peer companies had adopted a standalone technology and/or cyber committee charter, or had incorporated explicit cybersecurity oversight provisions into an existing committee charter, whereas QIH's existing committee charters were silent on cybersecurity oversight; (b) twelve (12) of the fourteen (14) peer companies had comprehensively updated their delegation-of-authority matrices within the prior twenty-four (24) months; and (c) the Company's existing committee charter language did not reflect the 2024 amendments to Section 303A of the NYSE Listed Company Manual, including updates relating to board composition, committee independence, and clawback-policy administration;
(iv) Through informal engagement conducted during July and August 2025, Westbrook Fiduciary Trust Company, the Company's second-largest institutional shareholder with a reported beneficial ownership of approximately 5.7% of the Company's outstanding shares of common stock, acting through its director of ESG and governance, Elisa N. Fujimoto, expressed its support for the proposed governance charter overhaul and the establishment of a standalone technology and cybersecurity oversight committee, further confirming investor expectations for modernized governance practices; and
(v) Based on the foregoing developments, the Board of Directors, at a regular meeting held on July 22, 2025, authorized management and the Nominating & Corporate Governance Committee to initiate a comprehensive governance overhaul project (the "Governance Overhaul Project"), including the engagement of outside counsel to conduct a thorough review and restatement of all standing committee charters, the DOA Matrix, and the Company's Corporate Governance Guidelines.
E. Engagement of Outside Counsel. Pursuant to authorization granted by the Board on July 22, 2025, the Company engaged the law firm of Calderwood & Harkness LLP ("C&H") under an engagement letter executed on September 5, 2025 (engagement number 1025-00005) to serve as outside counsel for the Governance Overhaul Project and to conduct a comprehensive review, restatement, and, where appropriate, creation of the Company's board committee charters, delegation-of-authority framework, and corporate governance guidelines. The C&H engagement team has consisted of Elaine Forsythe (Responsible Partner), Howard Bellamy (Billing Partner), Natasha Forbes (Lead Associate), and Eric Johannsen (Working Associate). Over the course of the engagement, C&H has delivered the following work product and materials in connection with the Governance Overhaul Project:
(i) Initial gap analysis memoranda, delivered October 3, 2025, identifying deficiencies in existing charter language, areas of non-conformance with current NYSE listing standards, and recommended structural enhancements;
(ii) First drafts of all restated and new committee charters, delivered October 24, 2025, incorporating the findings and recommendations set forth in the gap analysis;
(iii) Revised DOA Matrix for QIH (parent level) and a model subsidiary DOA matrix template, delivered November 5, 2025, reflecting updated authority thresholds calibrated to the Company's current scale of operations;
(iv) A memorandum regarding Delaware law authorization for delegation of board authority under DGCL §§ 141(a) and 141(c), delivered November 18, 2025, confirming the legal permissibility of the proposed committee structures and delegations;
(v) Revised drafts of all governance documents incorporating feedback received from each standing committee during workshops and individual committee review sessions held during October and November 2025, delivered November 21, 2025;
(vi) A final board memorandum summarizing the Governance Overhaul Project, presenting the recommended governance enhancements, and requesting Board approval of all final documents, delivered December 1, 2025; and
(vii) Final execution versions of all governance documents contemplated by the Governance Overhaul Project, delivered December 1, 2025.
F. Regulatory and Compliance Advisors. In connection with the Governance Overhaul Project, the Company has retained Broadleaf Insurance Regulatory Consultants, LLC (managing director: Harold J. Emmerich) to advise on state insurance regulatory implications of the revised authority delegations and governance structure changes for the Company's insurance carrier subsidiaries, with particular emphasis on the domiciliary regulators in Connecticut (the Connecticut Department of Insurance), Texas (the Texas Department of Insurance), and Ohio (the Ohio Department of Insurance). Broadleaf has reviewed the proposed DOA Matrix and subsidiary template to confirm that the revised delegation thresholds are consistent with applicable state insurance holding company act requirements and regulatory expectations. Additionally, the Company's historical outside corporate counsel, Prescott, Henley & Gage LLP (partner: Marissa L. Tavares), which drafted the Company's original 2016 committee charters and governance guidelines in connection with the Company's initial public offering, was consulted informally during the early stages of the Governance Overhaul Project to provide historical context and background regarding the original drafting choices and intent behind the 2016 governance framework. Prescott, Henley & Gage LLP is not formally engaged for the current overhaul.
G. Delaware Law Authorization. The Board has considered the relevant provisions of the DGCL governing the management and governance of Delaware corporations, including the following:
(i) Under DGCL § 141(a), the business and affairs of every corporation organized under Delaware law shall be managed by or under the direction of a board of directors, except as may be otherwise provided in the DGCL or in the corporation's certificate of incorporation;
(ii) Under DGCL § 141(c), the board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, and may delegate to any such committee or committees any of the powers and authority of the board of directors in the management of the business and affairs of the corporation, subject to the statutory limitations set forth in DGCL § 141(c)(2), which provides that no committee shall have the power or authority to (a) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, (b) adopt, amend, or repeal any bylaw of the corporation, or (c) take certain other actions as specified by law;
(iii) Under DGCL § 141(f), unless otherwise restricted by the certificate of incorporation or bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, or by electronic transmission; and
(iv) Under DGCL § 142, every corporation organized under the DGCL shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors that is not inconsistent with the bylaws.
H. NYSE Compliance. QIH, as a listed company on the New York Stock Exchange, is required to comply with the applicable provisions of the NYSE Listed Company Manual, including Sections 303A.01 through 303A.14, which establish requirements regarding board and committee composition, charter content, director independence, and corporate governance standards. In particular, NYSE Rule 303A.14 requires listed companies to adopt and comply with clawback policies implementing SEC Rule 10D-1 under the Securities Exchange Act of 1934, as amended. The restated and new committee charters, the Amended & Restated Corporate Governance Guidelines, and the other governance documents being adopted pursuant to this Written Consent have been drafted by C&H to comply with the current NYSE listing standards, including the 2024 amendments to Section 303A of the NYSE Listed Company Manual, which became effective on January 1, 2025.
I. Board Review. The Board of Directors has reviewed and considered the final board memorandum dated December 1, 2025, prepared by Calderwood & Harkness LLP, together with all supporting materials, including the gap analysis memoranda, the Delaware law authorization memorandum, the governance benchmarking report prepared by Apex Proxy Advisors, Inc., the regulatory assessment provided by Broadleaf Insurance Regulatory Consultants, LLC, and the final execution versions of all governance documents. Having considered all relevant factors, including the recommendations of management and outside counsel, the Board has determined that the actions set forth herein are advisable and in the best interests of the Company and its stockholders.
RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1 — Adoption of the Amended and Restated Audit Committee Charter
RESOLVED, that the Amended and Restated Charter of the Audit Committee of the Board of Directors (the "Audit Committee Charter"), in the form attached hereto as Exhibit A and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the Audit Committee Charter so adopted hereby supersedes and replaces in its entirety all prior versions of the Audit Committee Charter, including the original charter adopted on February 12, 2016, as amended on March 20, 2019, and as further amended on June 14, 2021, and any and all interim amendments or modifications thereto.
The Board notes and acknowledges the following key enhancements incorporated into the Amended and Restated Audit Committee Charter:
(a) the addition of enterprise risk management ("ERM") oversight responsibility, requiring the Audit Committee to receive and review periodic reports from management and the Chief Risk Officer regarding the Company's ERM framework, with a particular focus on financial, operational, and compliance risks;
(b) the incorporation of clawback-policy administration responsibilities, consistent with SEC Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and NYSE Rule 303A.14, including the authority to administer the Company's Incentive Compensation Recoupment Policy and to determine and enforce any recoupment of erroneously awarded incentive-based compensation;
(c) the addition of a mandatory annual committee self-evaluation provision, requiring the Audit Committee to conduct an annual assessment of its performance and the adequacy of its charter, and to report the results of such evaluation to the full Board through the Nominating & Corporate Governance Committee; and
(d) the establishment of a formal coordination protocol with the Risk Committee, requiring at least two (2) joint sessions per fiscal year and the exchange of meeting agendas and materials in advance to minimize duplication and ensure comprehensive coverage of overlapping risk and control matters.
The Board further confirms that Dr. Lilian Fong-Archer shall continue to serve as Chair of the Audit Committee. The Board has previously determined, and hereby reaffirms, that Dr. Fong-Archer qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the SEC and meets the heightened independence and financial literacy requirements applicable to audit committee members under NYSE listing standards and SEC rules.
Resolution 2 — Adoption of the Amended and Restated Compensation & Human Capital Committee Charter
RESOLVED, that the Amended and Restated Charter of the Compensation & Human Capital Committee of the Board of Directors (the "Compensation Committee Charter"), in the form attached hereto as Exhibit B and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the Compensation Committee Charter so adopted hereby supersedes and replaces in its entirety all prior versions of the Compensation & Human Capital Committee Charter, including the original charter adopted on February 12, 2016, and as amended on June 14, 2021, and any and all interim amendments or modifications thereto.
The Board notes and acknowledges the following key enhancements incorporated into the Amended and Restated Compensation Committee Charter:
(a) the grant of express authority to the Compensation & Human Capital Committee to retain, compensate, and terminate independent compensation consultants, legal counsel, and other advisors without the necessity of obtaining further approval from the Board, subject to the independence assessment requirements set forth in SEC and NYSE rules;
(b) the addition of substantive human-capital-management oversight language, requiring the Compensation & Human Capital Committee to oversee the Company's strategies and policies related to workforce composition, talent development, succession planning, diversity and inclusion, employee engagement, and organizational culture, and to receive periodic reports from the Chief Human Resources Officer on such matters;
(c) the addition of a mandatory annual committee self-evaluation provision, consistent with the self-evaluation provisions adopted for the Audit Committee and other standing committees; and
(d) the clarification and expansion of the Committee's role in overseeing executive compensation risk, including the requirement to receive an annual assessment from the Company's independent compensation consultant regarding whether the Company's compensation programs create risks that are reasonably likely to have a material adverse effect on the Company.
The Board further confirms that Claudia M. Severin shall continue to serve as Chair of the Compensation & Human Capital Committee.
Resolution 3 — Adoption of the Amended and Restated Nominating & Corporate Governance Committee Charter
RESOLVED, that the Amended and Restated Charter of the Nominating & Corporate Governance Committee of the Board of Directors (the "NCG Committee Charter"), in the form attached hereto as Exhibit C and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the NCG Committee Charter so adopted hereby supersedes and replaces in its entirety all prior versions of the Nominating & Corporate Governance Committee Charter, including the original charter adopted on February 12, 2016, and as amended on March 20, 2019, and any and all interim amendments or modifications thereto.
The Board notes and acknowledges the following key enhancements incorporated into the Amended and Restated NCG Committee Charter:
(a) the addition of express ESG and sustainability oversight responsibility, requiring the Nominating & Corporate Governance Committee to oversee the Company's environmental, social, and governance strategy and public reporting, to receive periodic reports from management on ESG matters, and to make recommendations to the Board regarding the integration of ESG considerations into the Company's overall corporate strategy and risk management framework;
(b) the establishment of a director skills-matrix requirement, requiring the Nominating & Corporate Governance Committee to develop and annually update a matrix of the skills, experiences, qualifications, and attributes that the Committee believes are important for Board service at QIH, taking into account the Company's strategic direction, industry dynamics, and evolving governance best practices, and to disclose the skills matrix in the Company's annual proxy statement;
(c) the adoption of a shareholder-engagement protocol, setting forth procedures by which the Lead Independent Director and the Chair of the Nominating & Corporate Governance Committee shall make themselves available for engagement with holders of three percent (3%) or more of the Company's outstanding shares of common stock on governance-related matters, with appropriate coordination with the Company's investor relations function and General Counsel;
(d) the incorporation of board-refreshment provisions, setting forth the Committee's responsibility to evaluate board composition, tenure, diversity, and succession planning on an ongoing basis, with reference to the mandatory retirement age and tenure limits set forth in the Amended & Restated Corporate Governance Guidelines; and
(e) the addition of a mandatory annual committee self-evaluation provision, consistent with the self-evaluation provisions adopted for the other standing committees.
The Board further confirms that Arthur J. Pennington shall continue to serve as Chair of the Nominating & Corporate Governance Committee and as Lead Independent Director of the Board.
Resolution 4 — Adoption of the Amended and Restated Risk Committee Charter
RESOLVED, that the Amended and Restated Charter of the Risk Committee of the Board of Directors (the "Risk Committee Charter"), in the form attached hereto as Exhibit D and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the Risk Committee Charter so adopted hereby supersedes and replaces in its entirety all prior versions of the Risk Committee Charter, including the original charter adopted on February 12, 2016, which had not been subsequently amended.
The Board notes and acknowledges the following key enhancements incorporated into the Amended and Restated Risk Committee Charter:
(a) the addition of detailed, insurance-specific risk categories to the Risk Committee's oversight mandate, including express responsibility for oversight of underwriting risk, loss reserving adequacy and development, reinsurance program structure and counterparty credit risk, catastrophe exposure management and modeling, and emerging risks specific to the insurance industry (including climate-related physical and transition risks);
(b) the establishment of formal coordination protocols with both the Audit Committee and the newly created Technology & Cybersecurity Oversight Committee, requiring at least two (2) joint sessions per fiscal year with the Audit Committee and at least one (1) joint session per fiscal year with the Technology & Cybersecurity Oversight Committee to ensure comprehensive and integrated oversight of the Company's risk landscape;
(c) the requirement that the Chief Risk Officer provide quarterly written reports to the Risk Committee and present at each regularly scheduled committee meeting; and
(d) the addition of a mandatory annual committee self-evaluation provision, consistent with the self-evaluation provisions adopted for the other standing committees.
The Board further confirms that Raymond T. Huerta shall continue to serve as Chair of the Risk Committee.
Resolution 5 — Adoption of the Amended and Restated Investment Committee Charter
RESOLVED, that the Amended and Restated Charter of the Investment Committee of the Board of Directors (the "Investment Committee Charter"), in the form attached hereto as Exhibit E and incorporated herein by reference, is hereby adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the Investment Committee Charter so adopted hereby supersedes and replaces in its entirety all prior versions of the Investment Committee Charter, including the original charter adopted on February 12, 2016, which had not been subsequently amended.
The Board notes and acknowledges the following key enhancements incorporated into the Amended and Restated Investment Committee Charter:
(a) the update of the investment-policy delegation threshold for single-issuer exposure from $50.0 million to $75.0 million, reflecting the approximately 46.4% growth in the Company's total invested assets from approximately $11.2 billion at the time the original charter was adopted in 2016 to approximately $16.4 billion as of December 31, 2024, and providing the Investment Committee and the Company's Chief Investment Officer with authority commensurate with the current scale and complexity of the Company's investment portfolio;
(b) the addition of ESG integration provisions, requiring the Investment Committee to oversee the incorporation of environmental, social, and governance factors into the Company's investment strategy and portfolio management, including the development and periodic review of responsible investment guidelines;
(c) the establishment of a reporting and coordination protocol with the Risk Committee, requiring the Investment Committee to provide quarterly reports to the Risk Committee regarding material changes in portfolio risk metrics, asset allocation, and investment performance; and
(d) the addition of a mandatory annual committee self-evaluation provision, consistent with the self-evaluation provisions adopted for the other standing committees.
The Board further confirms that Jonathan K. Whitmore shall continue to serve as Chair of the Investment Committee.
Resolution 6 — Adoption of the Charter for the Technology & Cybersecurity Oversight Committee
RESOLVED, that the Board of Directors hereby establishes a sixth standing committee of the Board to be known as the "Technology & Cybersecurity Oversight Committee" (the "TCOC"), and adopts the Charter of the Technology & Cybersecurity Oversight Committee, in the form attached hereto as Exhibit F and incorporated herein by reference, effective immediately upon adoption of this Written Consent.
FURTHER RESOLVED, that the TCOC shall be composed of a minimum of three (3) independent directors of the Company, of whom at least one (1) member shall possess cybersecurity or technology expertise, as defined in the TCOC Charter. The Board hereby appoints the following directors as the initial members of the Technology & Cybersecurity Oversight Committee:
(i) Priya Narasimhan — Chair of the Technology & Cybersecurity Oversight Committee;
(ii) Victor L. Andrade — Member; and
(iii) Camille R. DuPont — Non-voting advisory member (management director), who shall attend meetings of the TCOC in an advisory capacity and shall not be counted for purposes of determining a quorum or for purposes of voting on any matter before the TCOC.
The Board notes and acknowledges that the TCOC Charter assigns to the Technology & Cybersecurity Oversight Committee primary oversight responsibility for the following key areas:
(a) the Company's cybersecurity program, including the adequacy and effectiveness of cybersecurity policies, controls, and incident response plans;
(b) the Company's information technology strategy, including major technology investments, digital transformation initiatives, and technology infrastructure;
(c) data privacy and data governance, including compliance with applicable data protection laws and regulations;
(d) insurtech initiatives, including the technology strategy and operations of Vantage Digital Insurance Solutions, Inc.;
(e) artificial intelligence governance, including the responsible use of AI and machine learning in underwriting, claims, and other insurance operations;
(f) third-party technology risk, including oversight of key technology vendors, cloud service providers, and outsourced technology functions; and
(g) cybersecurity incident response, including the review and approval of the Company's incident response plan and the receipt of reports regarding any material cybersecurity incidents.
The TCOC shall provide quarterly reports to the full Board of Directors and shall maintain formal coordination protocols with the Risk Committee and the Audit Committee, including joint sessions as set forth in the respective committee charters, to ensure integrated oversight of technology and cybersecurity risks within the Company's broader enterprise risk management framework.
Resolution 7 — Approval of the Revised Delegation of Authority Matrix (Parent Level)
RESOLVED, that the revised Delegation of Authority Matrix for Quorum Insurance Holdings Corp. (the "Revised DOA Matrix"), in the form attached hereto as Exhibit G and incorporated herein by reference, is hereby approved and adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the Revised DOA Matrix so adopted hereby supersedes and replaces in its entirety the Delegation of Authority Matrix last comprehensively updated on October 6, 2017, as amended on April 22, 2020, and any and all other prior versions, amendments, or supplements thereto.
The Board notes and acknowledges the following key changes to authority thresholds incorporated into the Revised DOA Matrix:
The revised thresholds reflected in the Revised DOA Matrix have been calibrated to reflect the significant growth in the Company's operations, assets, and revenues since the DOA Matrix was last comprehensively updated in 2017, and are designed to provide management with appropriate operational flexibility while preserving meaningful Board and committee oversight of material decisions and commitments. The Revised DOA Matrix also reflects the establishment of the Technology & Cybersecurity Oversight Committee by incorporating the TCOC into the approval chain for technology-related expenditures and initiatives above specified thresholds.
Resolution 8 — Approval of the Model Subsidiary Delegation of Authority Matrix Template
RESOLVED, that the Model Subsidiary Delegation of Authority Matrix Template (the "Subsidiary DOA Template"), in the form attached hereto as Exhibit H and incorporated herein by reference, is hereby approved by the Board of Directors.
FURTHER RESOLVED, that the officers of the Company are hereby authorized and directed to cause each of the Company's subsidiaries, including Quorum Property & Casualty Insurance Company, Lone Star Specialty Insurance Company, Great Lakes Surety & Indemnity Co., Quorum MGA Services, LLC, and Vantage Digital Insurance Solutions, Inc., to adopt a subsidiary-level delegation of authority matrix that is consistent with the Subsidiary DOA Template, with subsidiary-specific authority thresholds to be calibrated to the scale, complexity, and nature of each subsidiary's operations, taking into account the applicable regulatory requirements of the subsidiary's domiciliary state, and to complete such adoption within ninety (90) days of the date of this Written Consent. The officers of the Company shall report to the Risk Committee upon completion of the subsidiary-level DOA matrix adoption process, and shall provide copies of each adopted subsidiary-level matrix to the Risk Committee and the Audit Committee for their records.
Resolution 9 — Adoption of the Amended & Restated Corporate Governance Guidelines
RESOLVED, that the Amended & Restated Corporate Governance Guidelines of Quorum Insurance Holdings Corp. (the "Governance Guidelines"), in the form attached hereto as Exhibit I and incorporated herein by reference, are hereby adopted by the Board of Directors, effective immediately upon adoption of this Written Consent, and that the Governance Guidelines so adopted hereby supersede and replace in their entirety all prior versions of the Company's corporate governance guidelines, and any and all amendments, modifications, or supplements thereto.
The Board notes and acknowledges the following key amendments and enhancements incorporated into the Amended & Restated Corporate Governance Guidelines:
(a) Mandatory Retirement Age. The establishment of a mandatory retirement age of seventy-five (75) years for non-employee directors, pursuant to which no director who has attained the age of seventy-five (75) may stand for re-election at the next annual meeting of stockholders following his or her seventy-fifth birthday, unless the Board, upon the recommendation of the Nominating & Corporate Governance Committee, determines that a waiver is in the best interests of the Company and its stockholders;
(b) Tenure Limit. The establishment of a fifteen (15)-year tenure limit for independent directors, pursuant to which no independent director may serve more than fifteen (15) consecutive years on the Board, unless the Board, upon the recommendation of the Nominating & Corporate Governance Committee, determines that a waiver is in the best interests of the Company and its stockholders, taking into account the director's contributions, the continuity of Board leadership, and other relevant factors;
(c) Director Overboarding Policy. The adoption of a director overboarding policy providing that (i) independent directors may not serve on more than four (4) total public-company boards of directors simultaneously (including the QIH Board), and (ii) any director who is also serving as chief executive officer of a public company may not serve on more than two (2) total public-company boards of directors simultaneously (including the QIH Board), unless the Nominating & Corporate Governance Committee determines that such additional service would not impair the director's ability to effectively serve on the QIH Board;
(d) Majority Voting Standard. The adoption of a majority voting standard for the election of directors in uncontested elections, replacing the existing plurality voting standard. Under the majority voting standard, each director nominee in an uncontested election shall be elected by the affirmative vote of a majority of the votes cast with respect to that director's election. Any incumbent director who fails to receive the requisite majority vote shall promptly tender his or her resignation for consideration by the Nominating & Corporate Governance Committee, which shall make a recommendation to the Board regarding whether to accept or reject the resignation within ninety (90) days of the certification of election results. The plurality voting standard shall continue to apply in contested elections;
(e) Shareholder Engagement Protocol. The formalization of a shareholder engagement protocol providing that the Lead Independent Director (currently Arthur J. Pennington) and the Chair of the Nominating & Corporate Governance Committee shall make themselves available for engagement with holders of three percent (3%) or more of the Company's outstanding shares of common stock on governance-related matters, in coordination with the Company's investor relations function, General Counsel, and Corporate Secretary, and subject to applicable securities laws and the Company's public disclosure policies; and
(f) Annual Board and Committee Self-Evaluation Process. The formalization of an annual board and committee self-evaluation process, requiring the Nominating & Corporate Governance Committee to oversee annual evaluations of the full Board, each standing committee, and, where appropriate, individual directors, with the results of such evaluations to be discussed in executive session and used to inform Board composition and governance practices on an ongoing basis.
Resolution 10 — Adoption of Conforming Bylaw Amendments
RESOLVED, that the Amended and Restated Bylaws of the Company be, and hereby are, amended in the following respects, effective immediately upon adoption of this Written Consent:
(a) Article III, Section 3.3 (Standing Committees) is hereby amended and restated to provide that the Board of Directors shall maintain six (6) standing committees, specifically: (i) the Audit Committee, (ii) the Compensation & Human Capital Committee, (iii) the Nominating & Corporate Governance Committee, (iv) the Risk Committee, (v) the Investment Committee, and (vi) the Technology & Cybersecurity Oversight Committee, each of which shall have such powers, duties, and responsibilities as set forth in its respective charter as adopted and amended by the Board of Directors from time to time;
(b) Article III, Section 3.4 (Committee Appointments) is hereby amended and restated to provide that the members of each standing committee of the Board shall be appointed annually by the Board of Directors at the first regular meeting of the Board following the annual meeting of stockholders, and shall serve until their successors are appointed or until their earlier death, resignation, disqualification, or removal by the Board, in each case in accordance with the applicable committee charter and the Company's Governance Guidelines; and
(c) Article IV, Section 4.2 (Officer Authority) is hereby amended and restated to provide that the officers of the Company shall have such authority and perform such duties as may be set forth in the Bylaws, or as may be determined or delegated by the Board of Directors, including as set forth in the Delegation of Authority Matrix as approved and amended by the Board of Directors from time to time, and that any reference in the Bylaws to the authority of any officer shall be deemed to be subject to and limited by the terms and thresholds set forth in the then-effective Delegation of Authority Matrix.
The General Counsel & Corporate Secretary is hereby authorized and directed to prepare and file a conformed copy of the Amended and Restated Bylaws, as amended hereby, with the minutes of the Company and to make such ministerial and conforming changes to the text of the Bylaws as may be necessary or appropriate to give effect to the foregoing amendments.
Resolution 11 — Authorization of Public Filings and Disclosures
RESOLVED, that the officers of the Company, including Margaret A. Calloway, Chair of the Board and Chief Executive Officer, and Dennis R. Okonkwo, General Counsel and Corporate Secretary, are hereby authorized and directed to take the following actions in connection with the public disclosure of the governance actions approved pursuant to this Written Consent:
(a) File a Current Report on Form 8-K with the United States Securities and Exchange Commission (the "SEC") under Item 5.05 (Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics) and/or Item 8.01 (Other Events), as appropriate, disclosing the comprehensive governance overhaul effectuated by this Written Consent, including the adoption of restated committee charters, the establishment of the Technology & Cybersecurity Oversight Committee, the adoption of the Revised DOA Matrix, the adoption of the Amended & Restated Corporate Governance Guidelines (including the majority voting standard, retirement age, tenure limit, and overboarding policy), and the adoption of conforming Bylaw amendments, with an anticipated filing date of December 15, 2025;
(b) Cause the posting of the restated and new committee charters, the Amended & Restated Corporate Governance Guidelines, and such other governance documents as are required or appropriate to be made publicly available, on the Company's corporate website (www.quoruminsuranceholdings.com), in the "Corporate Governance" section of the investor relations pages, within five (5) business days of the date of this Written Consent, in compliance with NYSE listing standards requiring public availability of committee charters and governance guidelines;
(c) Submit the annual CEO certification of compliance with NYSE listing standards, as required by Section 303A.12(a) of the NYSE Listed Company Manual, within thirty (30) days of the material governance changes effectuated by this Written Consent, confirming the Company's compliance with the applicable corporate governance requirements of the NYSE, including as modified by the 2024 amendments to Section 303A; and
(d) Coordinate with Pinnacle Transfer Services, Inc. (the Company's transfer agent and registrar, located in Canton, Massachusetts) as necessary in connection with any stockholder communications related to the governance changes effectuated by this Written Consent, including the preparation of any required notices to stockholders.
Resolution 12 — Authorization of State Insurance Regulatory Filings
RESOLVED, that the officers of the Company are hereby authorized and directed to take the following actions in connection with state insurance regulatory filings arising from the governance changes effectuated by this Written Consent:
(a) Cause the filing of an updated holding company information filing, including an amendment to the Connecticut Department of Insurance Form B (Insurance Holding Company System Annual Registration Statement) for Quorum Property & Casualty Insurance Company (NAIC Company Code 38472), reflecting the material changes to the parent holding company's governance structure, including the establishment of the Technology & Cybersecurity Oversight Committee and the adoption of the Revised DOA Matrix, with such filing to be submitted on or before March 1, 2026, in accordance with the applicable filing schedule under the Connecticut Insurance Holding Company System Regulatory Act (Conn. Gen. Stat. § 38a-129 et seq.);
(b) Cause the preparation and filing of such informational or supplemental filings with the Texas Department of Insurance as may be required or advisable in connection with Lone Star Specialty Insurance Company (NAIC Company Code 41359), reflecting amendments to upstream delegation authorities and the revised governance structure of the holding company system, within thirty (30) days of the date of this Written Consent, in accordance with the Texas Insurance Holding Company System Regulatory Act (Tex. Ins. Code Ch. 823);
(c) Cause the preparation and filing of such informational or supplemental filings with the Ohio Department of Insurance as may be required or advisable in connection with Great Lakes Surety & Indemnity Co. (NAIC Company Code 29814), reflecting amendments to upstream delegation authorities and the revised governance structure of the holding company system, within thirty (30) days of the date of this Written Consent, pursuant to the Ohio Insurance Holding Company System Regulatory Act (Ohio Rev. Code § 3901.32 et seq.); and
(d) Coordinate with Broadleaf Insurance Regulatory Consultants, LLC (Harold J. Emmerich, Managing Director) on the preparation, review, and submission of all regulatory filings referenced in subsections (a) through (c) above, and authorize such additional regulatory filings, notifications, or communications as Broadleaf or the Company's General Counsel may determine to be necessary or advisable to ensure compliance with applicable state insurance regulatory requirements.
Resolution 13 — Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by the officers, directors, employees, and agents of the Company in connection with the matters contemplated by the foregoing resolutions, including, without limitation, the following, are hereby ratified, confirmed, approved, and adopted in all respects as the valid and authorized acts and deeds of the Company:
(a) the engagement of Calderwood & Harkness LLP pursuant to the engagement letter executed September 5, 2025 (engagement number 1025-00005), and the payment of all fees and expenses incurred in connection therewith;
(b) the engagement of Broadleaf Insurance Regulatory Consultants, LLC, and the payment of all fees and expenses incurred in connection therewith;
(c) the retention of Apex Proxy Advisors, Inc. for governance benchmarking services, and the payment of all fees and expenses incurred in connection therewith;
(d) the informal consultation with Prescott, Henley & Gage LLP regarding historical context for the original 2016 governance documents;
(e) all preparatory actions, workshops, committee review sessions, management presentations, and deliberations undertaken by the Board, the standing committees, and management in connection with the Governance Overhaul Project from July 22, 2025 through the date hereof; and
(f) all other actions taken by any officer, director, employee, or agent of the Company that were necessary, appropriate, or incidental to the foregoing.
Resolution 14 — General Authorization
RESOLVED, that each officer of the Company, including the Chair of the Board and Chief Executive Officer, the Chief Financial Officer, the General Counsel and Corporate Secretary, and any other officer holding a title of Vice President or above, is hereby authorized and empowered, acting singly, to take or cause to be taken all such further actions, and to execute, deliver, file, and record all such further documents, instruments, agreements, certificates, notices, consents, and communications, in the name and on behalf of the Company, as such officer may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, with such changes, additions, deletions, and modifications as such officer may approve (such approval to be conclusively evidenced by the taking of such action or the execution and delivery of such document), and to pay or cause to be paid all fees, expenses, taxes, and other costs incident thereto; and that the taking of any such action or the execution and delivery of any such document by any such officer shall be conclusive evidence of such officer's determination that such action or document was necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions.
EFFECTIVENESS AND COUNTERPARTS
This Written Consent shall be effective as of the date set forth above or, if executed in counterparts, as of the date on which the last director to execute this Written Consent has done so.
This Written Consent may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by electronic mail (including by PDF, Brightwater Software, or other electronic signature platform) or by other means of electronic transmission shall be effective to the same extent as delivery of a manually executed counterpart, and signatures transmitted by electronic transmission shall be deemed original signatures for all purposes. This Written Consent may be evidenced by electronic transmission in accordance with Section 141(f) of the DGCL.
This Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained by the Corporate Secretary among the permanent records of the Company.
EXHIBITS
The following Exhibits are attached hereto and incorporated herein by reference:
Exhibit A: Amended and Restated Charter — Audit Committee of the Board of Directors
Exhibit B: Amended and Restated Charter — Compensation & Human Capital Committee of the Board of Directors
Exhibit C: Amended and Restated Charter — Nominating & Corporate Governance Committee of the Board of Directors
Exhibit D: Amended and Restated Charter — Risk Committee of the Board of Directors
Exhibit E: Amended and Restated Charter — Investment Committee of the Board of Directors
Exhibit F: Charter — Technology & Cybersecurity Oversight Committee of the Board of Directors
Exhibit G: Revised Delegation of Authority Matrix — Quorum Insurance Holdings Corp. (Parent Level)
Exhibit H: Model Subsidiary Delegation of Authority Matrix Template
Exhibit I: Amended & Restated Corporate Governance Guidelines of Quorum Insurance Holdings Corp.
SIGNATURE PAGES
IN WITNESS WHEREOF, each of the undersigned, being all of the members of the Board of Directors of Quorum Insurance Holdings Corp., has executed this Unanimous Written Consent as of the date set forth below his or her signature.
MARGARET A. CALLOWAY
By: ________
Name: Margaret A. Calloway
Title: Chair of the Board & Chief Executive Officer
Date: ________
ARTHUR J. PENNINGTON
By: ________
Name: Arthur J. Pennington
Title: Lead Independent Director; Chair, Nominating & Corporate Governance Committee
Date: ________
DR. LILIAN FONG-ARCHER
By: ________
Name: Dr. Lilian Fong-Archer
Title: Director; Chair, Audit Committee
Date: ________
RAYMOND T. HUERTA
By: ________
Name: Raymond T. Huerta
Title: Director; Chair, Risk Committee
Date: ________
CLAUDIA M. SEVERIN
By: ________
Name: Claudia M. Severin
Title: Director; Chair, Compensation & Human Capital Committee
Date: ________
JONATHAN K. WHITMORE
By: ________
Name: Jonathan K. Whitmore
Title: Director; Chair, Investment Committee
Date: ________
PRIYA NARASIMHAN
By: ________
Name: Priya Narasimhan
Title: Director; Proposed Chair, Technology & Cybersecurity Oversight Committee
Date: ________
VICTOR L. ANDRADE
By: ________
Name: Victor L. Andrade
Title: Director
Date: ________
SUSAN B. TRAUTMAN
By: ________
Name: Susan B. Trautman
Title: Director
Date: ________
DEXTER W. NG
By: ________
Name: Dexter W. Ng
Title: Director; President, Quorum Property & Casualty Insurance Company
Date: ________
CAMILLE R. DUPONT
By: ________
Name: Camille R. DuPont
Title: Director; President, Vantage Digital Insurance Solutions, Inc.
Date: ________
CORPORATE SECRETARY ATTESTATION
I, Dennis R. Okonkwo, General Counsel and Corporate Secretary of Quorum Insurance Holdings Corp., a Delaware corporation, do hereby attest and certify that the foregoing Unanimous Written Consent of the Board of Directors was duly executed by all eleven (11) members of the Board of Directors of Quorum Insurance Holdings Corp., each acting in his or her capacity as a director of the Company, and that this Written Consent has been filed with the minutes of the proceedings of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law and the Amended and Restated Bylaws of the Company. This attestation is given in my capacity as Corporate Secretary and does not constitute a separate approval or consent.
ATTESTATION
By: ________
Name: Dennis R. Okonkwo
Title: General Counsel & Corporate Secretary
Date: ________
Quorum Insurance Holdings Corp. 280 Asylum Street, Suite 2200 Hartford, CT 06103
Category | Authority Level | Prior Threshold | Revised Threshold
Capital Expenditures | CEO sole authority | ≤ $2.0M | ≤ $5.0M
Capital Expenditures | CEO + CFO joint authority | > $2.0M – $7.5M | > $5.0M – $15.0M
Capital Expenditures | Board approval required | > $7.5M | > $15.0M
Claims Settlement | Subsidiary CEO authority | ≤ $1.0M per claim | ≤ $2.5M per claim
Claims Settlement | Parent CEO authority | > $1.0M – $5.0M | > $2.5M – $10.0M
Claims Settlement | Board / Risk Committee | > $5.0M | > $10.0M
Reinsurance Treaties | CEO authority | ≤ $25.0M per treaty | ≤ $50.0M per treaty
Technology / IT Spending | CEO authority | ≤ $1.5M per project (implicit; bundled in capex) | ≤ $3.0M per project (new standalone category)
Vendor Contracts | CEO authority | ≤ $3.0M annual value | ≤ $5.0M annual value
Investment Transactions (Single-Issuer) | Investment Committee | ≤ $50.0M | ≤ $75.0M
M&A / Strategic Transactions | Board approval threshold | > $10.0M | > $25.0M
Litigation Settlement | General Counsel authority | ≤ $500K | ≤ $1.0M
Litigation Settlement | CEO + General Counsel | > $500K – $3.0M | > $1.0M – $5.0M
Litigation Settlement | Board / Audit Committee | > $3.0M | > $5.0M
Charitable / Political Contributions | CEO authority | ≤ $100K per commitment | ≤ $250K per commitment
Officer Hiring (Base Salary) | CEO authority | ≤ $350K base salary | ≤ $500K base salary
Officer Hiring (Base Salary) | Compensation Committee approval | > $350K base salary | > $500K base salary

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP. IN LIEU OF A MEETING

RECITALS

WHEREAS:

RESOLUTIONS

NOW, THEREFORE, BE IT:

EFFECTIVENESS AND COUNTERPARTS

EXHIBITS

SIGNATURE PAGES

MARGARET A. CALLOWAY

ARTHUR J. PENNINGTON

DR. LILIAN FONG-ARCHER

RAYMOND T. HUERTA

CLAUDIA M. SEVERIN

JONATHAN K. WHITMORE

PRIYA NARASIMHAN

VICTOR L. ANDRADE

SUSAN B. TRAUTMAN

Record

Parties

Dates

Amounts