OF THE NOMINATING & CORPORATE GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS OF QUORUM INSURANCE HOLDINGS CORP.
Right-click to update Table of Contents
Article I — Purpose
The Board of Directors (the "Board") of Quorum Insurance Holdings Corp., a Delaware corporation (the "Company") , hereby establishes this (this "Charter") of the Nominating & Corporate Governance Committee of the Board (the "Committee") to set forth the Committee's purpose, composition, authority, responsibilities, and procedures.
The purpose of the Committee is to assist the Board in fulfilling its responsibilities with respect to corporate governance and Board composition by carrying out the following primary functions:
(a) identifying, evaluating, and recommending to the Board qualified candidates for election or appointment to the Board, whether at the annual meeting of shareholders or to fill vacancies or newly created directorships arising between annual meetings;
(b) developing and recommending to the Board the corporate governance principles, policies, and guidelines applicable to the Company, and periodically reviewing and recommending amendments thereto to reflect evolving best practices, regulatory requirements, and the Company's strategic needs;
(c) overseeing the evaluation of the Board and each of its standing committees, including the development and administration of an annual self-evaluation process designed to promote continuous improvement in Board effectiveness;
In fulfilling its purpose, the Committee shall exercise such powers of the Board as are delegated to it pursuant to this Charter and applicable law, including the authority granted to committees of the Board under Section 141(c) of the General Corporation Law of the State of Delaware (the "DGCL"). The Committee shall discharge its responsibilities in a manner consistent with the Company's Certificate of Incorporation, Amended and Restated Bylaws (the "Bylaws"), applicable law, and the rules and listing standards of the New York Stock Exchange (the "NYSE").
Article II — Composition and Membership
Section 2.1 — Size
The Committee shall consist of no fewer than three (3) members of the Board. The members of the Committee shall be appointed annually by the Board, taking into consideration the recommendation of the Committee itself. The Board shall have the discretion to increase or decrease the size of the Committee from time to time, provided that the minimum membership requirement set forth in this Section 2.1 is satisfied at all times.
Section 2.2 — Independence Requirements
Each member of the Committee shall satisfy the independence requirements set forth below:
(a) NYSE Independence Standards. Each member of the Committee must qualify as "independent" as that term is defined under Section 303A.02 of the NYSE Listed Company Manual .
(b) Each member of the Committee must be free from any relationship with the Company or its management that, in the opinion of the Board, would interfere with the exercise of independent judgment as a member of the Committee.
Section 2.3 — Appointment and Removal
Members of the Committee shall be appointed by the Board upon the recommendation of the Committee itself. Such appointments shall be made annually at the first regularly scheduled meeting of the Board following the annual meeting of shareholders. Each member of the Committee shall serve until his or her successor is duly appointed and qualified, or until such member's earlier resignation, removal from the Committee, or .
The Board may remove any member of the Committee at any time, with or without cause, by the affirmative vote of a majority of the directors then in office. A member of the Committee shall automatically cease to be a member of the Committee upon ceasing to be a member of the Board.
Section 2.4 — Chair
The Board shall designate one member of the Committee to serve as Chair of the Committee. The Chair of the Committee shall have the following responsibilities:
(a) presiding at all meetings of the Committee;
(b) establishing the agenda for each meeting of the Committee;
(c) leading the Committee's discussions and ensuring that all members have an opportunity to participate fully in the Committee's deliberations;
(d) reporting the Committee's actions, findings, and recommendations to the full Board at the next regularly scheduled Board meeting following each Committee meeting; and
(e) performing such other duties as the Board or the Committee may from time to time assign.
In the absence of the Chair at any meeting of the Committee, the members present shall designate one of their number to serve as acting chair for such meeting.
Article III — Meetings and Procedures
Section 3.1 — Frequency
The Committee shall meet at least times per year and more frequently as the Committee deems necessary or appropriate to fulfill its responsibilities under this Charter. Meetings shall be scheduled in advance as part of the Board's annual calendar to the extent practicable. Additional meetings of the Committee may be called at any time by:
(a) the Chair of the Committee;
the Chair of the Board .
Notice of meetings shall be given in accordance with the procedures applicable to meetings of the Board as set forth in the Company's Bylaws.
Section 3.2 — Quorum and Voting
A majority of the members of the Committee shall constitute a quorum for the transaction of business. No action of the Committee shall be valid unless taken at a meeting at which a quorum is present, except as provided below with respect to action by unanimous written consent. All actions of the Committee shall require the affirmative vote of a majority of the members present at a meeting at which a quorum is present.
Members of the Committee may participate in a meeting by means of conference telephone, videoconference, or other communications equipment by which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at the meeting for purposes of determining a quorum and for all other purposes.
Section 3.3 — Attendance and Participation
The Committee may invite any member of management, officers, employees, or agents of the Company, as well as outside advisors, consultants, or other persons, to attend and participate in meetings of the Committee as it deems appropriate. Persons who are not members of the Committee shall not have the right to vote on any matter before the Committee, and the Committee may excuse any non-member from all or any portion of a meeting at any time.
Section 3.4 — Minutes and Reports
Minutes of each meeting of the Committee shall be prepared Approved minutes shall be maintained in the corporate records of the Company in accordance with the Company's record retention policies.
The Chair of the Committee shall report the Committee's actions, deliberations, and recommendations to the full Board . Such reports may be made orally or in writing, as the Chair deems appropriate, and shall include a summary of any significant matters discussed and any actions taken by the Committee.
Article IV — Authority and Responsibilities
The Committee shall have the authority and responsibilities set forth in this Article IV, in addition to any other duties that may be assigned to the Committee by the Board from time to time. In discharging its responsibilities, the Committee shall have full access to the Company's management, books, records, and outside advisors. The Committee's responsibilities are set forth as a guide, with the understanding that the Committee may supplement or modify them as appropriate and as required by changes in applicable law, regulation, or listing standards.
Section 4.1 — Director Nominations and Board Composition
4.1.1 — Candidate Identification and Evaluation
The Committee shall be responsible for identifying, screening, and evaluating candidates for nomination to the Board. In fulfilling this responsibility, the Committee shall:
(a) establish and periodically review criteria for Board membership, taking into account the Company's current and anticipated business needs, the overall composition of the Board, and the desire to maintain a Board that reflects a diversity of perspectives, backgrounds, and expertise;
(b) identify potential candidates for Board membership through range sources, including recommendations from current directors, management, shareholders, and professional search firms;
(c) screen and evaluate all candidates for director nominations, applying the same criteria and evaluation process to all candidates regardless of the source of the recommendation;
(d) consider the as the Committee deems relevant in evaluating each candidate, with the goal of assembling a Board that collectively possesses the mix of qualifications, skills, and attributes necessary for effective oversight of the Company;
(e) conduct appropriate due diligence and background investigations of prospective candidates, including review of potential conflicts of interest, related party relationships, and compliance with the Company's director overboarding policy; and
(f) recommend to the Board nominees for election at the annual meeting of shareholders , providing the Board with all relevant information regarding each recommended candidate.
— Board Refreshment and Succession Planning
The Committee shall oversee Board refreshment and succession planning to ensure that the Board maintains a balance of continuity, institutional knowledge, and fresh perspectives. In carrying out this responsibility, the Committee shall:
(d) periodically consider the appropriate size of the Board, taking into account the Company's business complexity, strategic direction, committee structure, and applicable regulatory requirements ;
(e) evaluate the continued service of each director upon the expiration of such director's term, taking into consideration, among other factors, the director's ; and
(f) report to the Board at least annually on the status of Board refreshment and succession planning activities.
Section 4.2 — Corporate Governance Guidelines and Policies
4.2.1 — Development and Review
The Committee shall develop and recommend to the Board a comprehensive set of Corporate Governance Guidelines (the "Guidelines") applicable to the Company and shall periodically review and recommend amendments to the Guidelines to reflect evolving governance best practices, changes in applicable law or regulation, and the Company's strategic and operational needs.
Section 4.5 — Committee Structure Oversight
The Committee shall periodically review the Board's standing committee structure to ensure that it is appropriately organized to support the Board's oversight responsibilities and to reflect the Company's evolving business, regulatory, and governance needs. In carrying out this responsibility, the Committee shall:
(a) review the number, responsibilities, and composition of each standing committee of the Board (currently consisting of standing committees: the Audit Committee, the Compensation & Human Capital Committee, the Nominating & Corporate Governance Committee, the Risk Committee, and the Technology & Cybersecurity Oversight Committee);
(d) consider whether the creation of additional standing or special committees, or the consolidation or dissolution of existing committees, is advisable in light of the Company's circumstances.
Section 4.6 — Board and Committee Evaluations
The Committee shall oversee an annual self-evaluation process for the Board as a whole and for each of its standing committees. The self-evaluation process is intended to promote continuous improvement in Board and committee effectiveness and to identify areas of strength and areas for improvement. In carrying out this responsibility, the Committee shall:
(c) report the results of the annual self-evaluation process, together with any recommendations for improvement, to the full Board;
Section 4.7 — Director Orientation and Continuing Education
The Committee shall oversee the Company's programs for director orientation to ensure that all directors have the knowledge and understanding necessary to fulfill their responsibilities. In carrying out this responsibility, the Committee shall:
(a) oversee the development and administration of a comprehensive orientation program for newly elected or appointed directors,
Article V — Delegation of Authority
Article VI — Resources, Advisors, and Funding
Section 6.1 — Retention of Advisors
The Committee shall have the to retain and terminate search firms for director candidates, legal counsel, governance consultants, and other advisors as it deems necessary or appropriate to fulfill its responsibilities under this Charter.
Section 6.2 — Access to Information
The Committee shall have
Article — Annual Review of Charter
The Committee shall review and reassess the adequacy of this Charter , taking into account evolving governance best practices, changes in applicable law, regulation, and listing standards, and the Company's strategic and operational needs. Any proposed amendments to this Charter shall be recommended by the Committee to the Board for approval.
Article — Effective Date
This is effective as of the date of its adoption by the Board of Directors on .
•
ATTESTATION
The undersigned, being the duly appointed of Quorum Insurance Holdings Corp., hereby certifies that this of the Nominating & Corporate Governance Committee of the Board of Directors was duly adopted by the Board of Directors of the Company at a meeting held on , at which a quorum was present and acting throughout, and that this document constitutes a true and correct copy of such Charter as so adopted.
QUORUM INSURANCE HOLDINGS CORP.
By: ________
Name: Dennis R. Okonkwo
Title:
Date: