ATTORNEY-CLIENT PRIVILEGED & CONFIDENTIAL
KICKOFF MEETING — AGENDA AND MINUTES
CALDERWOOD & HARKNESS LLP 1585 Broadway, 34th Floor New York, NY 10036
Matter: Committee-Charter and Delegation-of-Authority Overhaul for Quorum Insurance Holdings Corp.
Engagement Number: 1025-00005
Date: September 12, 2025
Time: 10:00 a.m. – 12:30 p.m. (Eastern)
Location: Conference Room 34-B, Calderwood & Harkness LLP, 1585 Broadway, 34th Floor, New York, NY 10036 (with videoconference dial-in for Hartford-based attendees)
Classification: Attorney-Client Privileged & Confidential
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I. ATTENDEES
Calderwood & Harkness LLP
Note: Howard Bellamy, Billing Partner, was not in attendance at this meeting. Mr. Bellamy will be updated separately on all administrative and billing matters arising from this kickoff session.
Quorum Insurance Holdings Corp.
Regrets / Not in Attendance
• Margaret A. Calloway, Chair of the Board & Chief Executive Officer — not in attendance; will receive a briefing on meeting outcomes from Mr. Okonkwo during the week of September 15, 2025.
• Patricia Sung-Hee Lam, Chief Financial Officer — not in attendance; to be engaged directly on DOA Matrix financial thresholds at a later workstream meeting, anticipated to take place in connection with the preparation of the first draft of the revised parent DOA Matrix (currently targeted for November 5, 2025).
• Arthur J. Pennington, Lead Independent Director; Chair, Nominating & Corporate Governance Committee — not in attendance; to be engaged at the October 17, 2025 Nominating & Corporate Governance Committee workshop, which will serve as the initial substantive review session with the Board's governance leadership.
II. AGENDA (DISTRIBUTED IN ADVANCE)
The following agenda was distributed to all participants via email on September 10, 2025. The agenda was followed in substantially the order set forth below during the meeting.
Agenda Item 1: Introductions and Engagement Overview
• Confirmation of engagement team roles: Elaine Forsythe as Responsible Partner; Howard Bellamy as Billing Partner; Natasha Forbes as Lead Associate; Eric Johannsen as Working Associate.
• Confirmation of client-side points of contact: Dennis R. Okonkwo as primary contact for all matters; Ivan D. Pruett and Renata M. Vásquez as key substantive liaisons for compliance/regulatory and internal audit matters, respectively.
• Reference to the executed engagement letter dated September 5, 2025 (Engagement Number 1025-00005).
• Fee arrangement recap:
• Estimated total professional fees: $385,000 – $450,000
• Estimated disbursements: $8,500
• Invoicing cycle: Monthly
• Payment terms: Net-30
Agenda Item 2: Background and Triggering Events
• Review of the events and circumstances precipitating the governance overhaul project, including the Garrett & Whitfield LLP management letter, shareholder communications, the Apex Proxy Advisors benchmarking report, and the Board's authorization of the project.
Agenda Item 3: Scope of Work Confirmation
• Discussion and confirmation of the seven-part scope of work as defined in the executed engagement letter dated September 5, 2025, encompassing charter restatement, new committee charter drafting, DOA Matrix overhaul, board materials, governance guidelines and bylaw amendments, Delaware law analysis, and NYSE listing-rule compliance advisory.
Agenda Item 4: Project Timeline and Key Milestones
• Presentation and discussion of the detailed project timeline, targeting the December 11, 2025 regular Board meeting for adoption of the full governance overhaul package.
Agenda Item 5: Document Request List
• Presentation of the comprehensive document request list identifying existing governance documents and other materials needed from Quorum to support the engagement.
Agenda Item 6: Workstream Assignments and Responsibilities
• Allocation of work among the Calderwood & Harkness team and confirmation of client-side responsibilities across six defined workstreams.
Agenda Item 7: Coordination with Third Parties
• Discussion of interfaces with other advisors and third parties, including Prescott, Henley & Gage LLP, Garrett & Whitfield LLP, Apex Proxy Advisors, Inc., Broadleaf Insurance Regulatory Consultants, LLC, and institutional shareholders.
Agenda Item 8: Open Items and Next Steps
• Discussion of outstanding questions and confirmation of immediate action items with responsible parties and due dates.
III. MINUTES OF DISCUSSION
Agenda Item 1: Introductions and Engagement Overview
Ms. Forsythe opened the meeting at 10:00 a.m. Eastern Time, welcoming the participants and confirming the presence of all attendees in the room and via videoconference. Ms. Forsythe noted for the record that the meeting was being convened as the formal kickoff session for the Committee-Charter and Delegation-of-Authority Overhaul engagement for Quorum Insurance Holdings Corp.
Ms. Forsythe confirmed the engagement team roles for the Calderwood & Harkness side. She identified herself as the Responsible Partner with day-to-day oversight of all substantive work product and ultimate responsibility for the quality of deliverables. She noted that Howard Bellamy would serve as Billing Partner and would be responsible for administrative and billing matters but would not be involved in the substantive work unless a particular issue required his attention. Natasha Forbes was introduced as the Lead Associate who would manage the day-to-day execution of the workstreams, coordinate with the client team, and serve as the primary drafting attorney for the committee charters, governance guidelines, and board materials. Eric Johannsen was introduced as the Working Associate, responsible for detailed research, initial drafting of the DOA Matrix and supporting memoranda, and document management for the engagement.
Mr. Okonkwo confirmed that he would serve as the primary point of contact on the Quorum side and would be responsible for routing all communications to the appropriate internal stakeholders. He emphasized the importance of centralized communication through his office to ensure consistency and to manage privilege considerations across the organization. Mr. Pruett confirmed that he would handle all compliance and regulatory matters, including coordination with state insurance regulators and the company's external regulatory consultants. Ms. Vásquez confirmed that she would provide internal audit findings relevant to the engagement, including data on transaction volumes and historical delegated authority utilization, and would coordinate access to historical documentation housed in the internal audit function.
Ms. Forsythe confirmed that the engagement was formally opened on September 5, 2025, under engagement number 1025-00005, pursuant to the engagement letter executed on that date between Calderwood & Harkness LLP and Quorum Insurance Holdings Corp. She noted that the engagement is governed by Delaware law.
A brief discussion of billing logistics ensued. Ms. Forsythe confirmed that invoices would be directed to Mr. Okonkwo's office at Quorum's headquarters at 280 Asylum Street, Suite 2200, Hartford, CT 06103. The billing cycle would be monthly, with Net-30 payment terms. Total professional fees were estimated in the range of $385,000 to $450,000, plus approximately $8,500 in anticipated disbursements, which would include charges for research database access (including Westmark Data Systems Edge and Practical Law), any travel costs associated with in-person workshops should the committees request in-person sessions, and printing and binding of the final board materials package for the December 11, 2025 Board meeting. Ms. Forsythe noted that the fee estimate assumed a standard level of complexity and that, should the scope expand materially or unanticipated issues arise, the team would communicate promptly with Mr. Okonkwo regarding any potential impact on the estimate.
Agenda Item 2: Background and Triggering Events
Ms. Forsythe opened this portion of the meeting by requesting that the client team summarize the key events and circumstances that prompted the governance overhaul project, so that the Calderwood & Harkness team could confirm its understanding of the factual background and identify any issues requiring further inquiry.
Garrett & Whitfield LLP Management Letter (March 14, 2025)
Ms. Vásquez provided a summary of the three observations contained in the FY 2024 audit management letter issued by Garrett & Whitfield LLP, Quorum's independent registered public accounting firm. The management letter was dated March 14, 2025, and was issued under the direction of Roland S. Brewer, Lead Engagement Partner at Garrett & Whitfield.
Ms. Vásquez described the three observations as follows:
Observation 1 — Inconsistent Dollar Thresholds. The management letter identified inconsistencies between the dollar thresholds set forth in the parent-level Delegation of Authority Matrix maintained by Quorum Insurance Holdings Corp. and the subsidiary-level authorities in effect at certain operating subsidiaries. The auditors noted that several categories of delegated authority at the subsidiary level did not align with, and in certain cases exceeded, the corresponding thresholds in the parent DOA Matrix, creating ambiguity regarding the applicable approval requirements and increasing the risk of unauthorized transactions.
Observation 2 — Absence of a Formal Technology & Information Security Committee Charter. The management letter observed that, despite Board-level discussions of cybersecurity oversight dating to at least 2023, Quorum had not adopted a formal charter for a dedicated Technology and Information Security Committee (or equivalent). The auditors noted that the absence of a formal charter with defined scope, membership requirements, meeting cadence, and reporting obligations created a gap in the governance framework, particularly in light of evolving regulatory expectations and peer-company practices.
Observation 3 — Claims-Settlement Authority Exceedance at Lone Star Specialty Insurance Company. The management letter identified that Lone Star Specialty Insurance Company, a Texas-domiciled subsidiary of Quorum (NAIC Company Code 41359), had been operating with a per-claim settlement authority of $3.0 million, which exceeded the $1.0 million threshold approved by the QIH Board as set forth in the parent-level DOA Matrix. The auditors noted that this exceedance was not supported by a documented Board ratification or amendment to the DOA Matrix, and that the practice had been in effect for an indeterminate period. Ms. Vásquez noted that the internal audit function had subsequently confirmed that the elevated authority had been informally approved by Quorum's then-Chief Claims Officer but had never been formally documented or ratified at the Board level.
Ms. Vásquez confirmed that the Garrett & Whitfield management letter would be included in the document production targeted for September 19, 2025.
Veltrano Institutional Partners, LP Shareholder Letter (June 18, 2025)
Mr. Okonkwo provided a summary of the shareholder letter received from Veltrano Institutional Partners, LP, dated June 18, 2025. The letter was authored by Terrence "Terry" Blackwood, Head of Corporate Governance & Stewardship at Veltrano Institutional Partners, LP. Mr. Okonkwo noted that Veltrano is Quorum's largest institutional shareholder, holding approximately 8.3% of outstanding shares as of the most recent proxy record date.
The Veltrano letter was addressed to Arthur J. Pennington, Lead Independent Director of Quorum Insurance Holdings Corp., and urged enhanced governance documentation and public disclosure. Specifically, the letter called for a comprehensive update to the company's committee charters to reflect current best practices and regulatory requirements, the adoption of a dedicated technology and cybersecurity oversight committee, and a review of the company's delegation-of-authority framework to ensure consistency across the parent and subsidiary levels. The letter also expressed Veltrano's expectation that the company would provide enhanced disclosure regarding its governance practices, including updated committee charters, governance guidelines, and delegation-of-authority policies, in its next proxy statement or on its corporate governance website.
Mr. Okonkwo noted that the Veltrano letter was discussed at the Board's July 22, 2025 meeting and was a significant factor in the Board's decision to authorize the governance overhaul project.
Westbrook Fiduciary Trust Company Informal Support
Mr. Okonkwo further noted that Westbrook Fiduciary Trust Company, the company's second-largest institutional shareholder with a holding of approximately 5.7% of outstanding shares, had expressed informal support for a charter overhaul. This support was communicated through engagement discussions between Quorum's investor relations team and Elisa N. Fujimoto, Director of ESG & Governance at Westbrook Fiduciary Trust Company. While Westbrook did not submit a formal letter, Mr. Okonkwo noted that the informal indication of support reinforced the Board's assessment that a comprehensive governance overhaul was warranted and would be well received by the company's institutional shareholder base.
Apex Proxy Advisors, Inc. Benchmarking Report (June 30, 2025)
Mr. Pruett provided a summary of the key findings from the governance benchmarking report delivered by Apex Proxy Advisors, Inc. on June 30, 2025. The report was prepared under the supervision of Dana Durneval, Senior Vice President, Advisory Services at Apex Proxy Advisors, Inc. The report compared Quorum's governance framework against a peer group of 14 publicly traded insurance holding companies selected based on market capitalization, business mix, and listing exchange.
Mr. Pruett highlighted the following key findings from the Apex report:
• Technology/Cyber Committee Adoption: 11 of the 14 peer companies had adopted either a standalone technology and cybersecurity oversight committee or had added explicit cybersecurity and technology oversight provisions to the charter of the audit committee or risk committee. Quorum was among the three peers lacking any formal committee-level technology or cybersecurity oversight charter.
• DOA Matrix Currency: 12 of the 14 peer companies had updated their delegation-of-authority matrices within the prior 24 months. Quorum's parent DOA Matrix had last been comprehensively updated on October 6, 2017, with only an interim amendment to claims-payment thresholds adopted on April 22, 2020 — meaning the matrix was approximately eight years old in its substantive provisions.
• NYSE Listing Rule Compliance: The Apex report noted that Quorum's charter language regarding committee composition requirements did not reflect the 2024 amendments to the NYSE Listed Company Manual Section 303A, which introduced updated requirements for audit committee financial expertise, compensation committee independence, and related matters.
• CEO Capital Expenditure Authority: The peer median for CEO sole capital expenditure authority was $4.5 million. Quorum's current CEO sole capital expenditure authority under the DOA Matrix was $2.0 million, which the Apex report characterized as below the peer median and potentially contributing to unnecessary Board-level approval requirements for routine capital expenditures.
Mr. Pruett confirmed that the full Apex benchmarking report would be provided to Calderwood & Harkness as part of the September 19, 2025 document delivery.
Board Authorization (July 22, 2025)
Mr. Okonkwo confirmed that the QIH Board of Directors authorized the governance overhaul project at its regularly scheduled meeting on July 22, 2025. The Board resolution, which Mr. Okonkwo confirmed would be included in the September 19 document production, authorized the General Counsel to engage outside counsel to conduct a comprehensive review and overhaul of the company's committee charters, delegation-of-authority framework, corporate governance guidelines, and related governance documents. The resolution also authorized the General Counsel to negotiate and execute an engagement letter with the selected firm on terms consistent with the company's outside counsel guidelines.
RFP Process (August 15, 2025)
Mr. Okonkwo noted that, following the Board's authorization, Quorum issued a request for proposal to three law firms on August 15, 2025. The RFP set forth the scope of the project, the anticipated timeline, and the evaluation criteria. Following the evaluation process, Calderwood & Harkness LLP was selected, and the engagement letter was executed on September 5, 2025.
Historical Counsel Context
Mr. Okonkwo provided additional context regarding the historical development of Quorum's existing governance documents. He noted that Prescott, Henley & Gage LLP, the company's longstanding outside corporate counsel, drafted the original committee charters that were adopted on February 12, 2016. The Prescott, Henley & Gage engagement was led by Marissa L. Tavares, Partner in the firm's Corporate Governance Group. Prescott, Henley & Gage is headquartered at One Constitution Plaza, Suite 900, Hartford, CT 06103.
Mr. Okonkwo confirmed that Prescott, Henley & Gage is not engaged for the current overhaul project. However, he noted that Ms. Tavares has been consulted informally regarding historical context surrounding the original charter adoption and the 2019 and 2021 amendments, and that she is available to provide background information to the Calderwood & Harkness team if needed. Mr. Okonkwo emphasized that any such consultation would be coordinated through his office.
Agenda Item 3: Scope of Work Confirmation
Ms. Forsythe walked through the seven components of the engagement scope as set forth in the executed engagement letter dated September 5, 2025. Each component was discussed in turn, and the group confirmed its understanding of the scope and the anticipated deliverables for each component.
1. Review and Restate All Five Existing Committee Charters
The first component of the scope encompasses a comprehensive review and restatement of all five existing standing committee charters of the QIH Board of Directors. The five committees and their current chairs are as follows:
• Audit Committee — chaired by Dr. Lilian Fong-Archer
• Compensation & Human Capital Committee — chaired by Claudia M. Severin
• Nominating & Corporate Governance Committee — chaired by Arthur J. Pennington
• Risk Committee — chaired by Raymond T. Huerta
• Investment Committee — chaired by Jonathan K. Whitmore
The original charters for all five committees were adopted on February 12, 2016. Subsequent amendments were adopted on March 20, 2019 and June 14, 2021, although not all charters were amended at each date. The review will assess each charter against current NYSE listing standards, Delaware law requirements, SEC rules, and governance best practices, and will produce restated charters incorporating all recommended changes, together with redline comparisons to the current versions.
2. Draft a New Charter for a Technology & Cybersecurity Oversight Committee (the "Sixth Committee")
The second component involves drafting a new charter from scratch for a Technology & Cybersecurity Oversight Committee, which would become the sixth standing committee of the QIH Board of Directors. The participants discussed and confirmed the following parameters for the proposed committee:
• Proposed Chair: Priya Narasimhan, independent director and Chief Executive Officer of Tessera Fintech Corp.
• Proposed Initial Members: Priya Narasimhan (Chair), Victor L. Andrade (independent director), and Camille R. DuPont (management director; President of Vantage Digital Insurance Solutions, Inc.) in a non-voting advisory capacity.
• Composition Requirements: Minimum of three independent directors; at least one member with demonstrated cybersecurity or technology expertise (as defined in the charter).
• Oversight Areas: The charter is expected to encompass oversight of the company's cybersecurity program, information technology strategy, data privacy program, insurtech initiatives, artificial intelligence governance, third-party technology risk management, and incident response planning and preparedness.
• Reporting and Coordination: The committee would provide quarterly reports to the full Board and would operate under a defined coordination protocol with the Risk Committee and the Audit Committee to avoid gaps or overlaps in oversight responsibilities.
3. Overhaul the Delegation of Authority Matrix
The third component involves a comprehensive overhaul of the parent-level Delegation of Authority Matrix and the creation of a model subsidiary DOA template. The current parent DOA Matrix was last comprehensively updated on October 6, 2017, with an interim amendment limited to claims-payment thresholds adopted on April 22, 2020.
The overhaul will produce a revised parent DOA Matrix with updated thresholds across all authority categories, reflecting current business scale, peer benchmarks, and regulatory expectations. In addition, Calderwood & Harkness will create a model subsidiary DOA template designed for adoption by each of Quorum's principal operating subsidiaries:
• Quorum P&C Insurance Company (CT-domiciled, NAIC Company Code 38472)
• Lone Star Specialty Insurance Company (TX-domiciled, NAIC Company Code 41359)
• Great Lakes Surety & Indemnity Co. (OH-domiciled, NAIC Company Code 29814)
• Quorum MGA Services, LLC (DE limited liability company)
• Vantage Digital Insurance Solutions, Inc. (DE corporation)
4. Prepare Comprehensive Board Memorandum and Supporting Materials
The fourth component involves the preparation of a comprehensive board memorandum and all supporting materials necessary for the Board's consideration and adoption of the governance overhaul package at the December 11, 2025 regular board meeting. The materials will include the board memorandum, an omnibus board resolution, a written consent alternative (in case adoption by written consent is preferred or necessary), a presentation deck summarizing the key changes, and a committee composition matrix showing current and proposed committee compositions.
5. Draft Conforming Amendments to Corporate Governance Guidelines and Bylaws
The fifth component involves the preparation of amendments to the company's Corporate Governance Guidelines and conforming amendments to the Bylaws. The participants discussed and confirmed the following key provisions to be addressed:
Corporate Governance Guidelines Amendments:
• Mandatory retirement age of 75 for all directors.
• 15-year tenure limit for independent directors.
• Director overboarding policy: independent directors may serve on no more than 4 public-company boards (including Quorum); the CEO may serve on no more than 2 public-company boards (including Quorum).
• Majority voting standard for uncontested director elections, replacing the existing plurality voting standard.
• Shareholder engagement protocol providing that the Lead Independent Director and the Chair of the Nominating & Corporate Governance Committee will be available for direct engagement with holders of 3% or more of the company's outstanding shares upon reasonable request.
• Formalized annual board and committee self-evaluation process with defined procedures and reporting requirements.
Bylaw Amendments:
• Article III, Section 3.3: Update from five to six standing committees of the Board to reflect the addition of the Technology & Cybersecurity Oversight Committee.
• Article III, Section 3.4: Revised committee-appointment mechanics to provide for annual appointment of committee members at the first Board meeting following the annual meeting of shareholders.
• Article IV, Section 4.2: Officer authority provisions to be revised to include a cross-reference to the Delegation of Authority Matrix as the governing document for officer delegated authority thresholds.
6. Provide Delaware Law Analysis
The sixth component involves the preparation of a legal memorandum analyzing the Delaware law framework governing board delegation of authority. The memorandum will address the scope of permissible committee powers under Sections 141(a) and 141(c) of the Delaware General Corporation Law, the categories of non-delegable Board actions under Section 141(c)(2), officer authority under Section 142, and the fiduciary duty considerations applicable to both Board-level and committee-level delegation.
7. Advise on NYSE Listing-Rule Compliance
The seventh and final component involves a comprehensive analysis of NYSE listing-rule compliance for committee composition and charter content. The analysis will cover the requirements of NYSE Listed Company Manual Sections 303A.01 through 303A.14, including the 2024 amendments, as well as the requirements of SEC Rule 10D-1 and NYSE Rule 303A.14 relating to the adoption and administration of a compensation recovery (clawback) policy.
Agenda Item 4: Project Timeline and Key Milestones
Ms. Forbes presented the proposed project timeline, which had been developed by the Calderwood & Harkness team in consultation with Mr. Okonkwo during a preliminary planning call on September 9, 2025. The timeline was discussed in detail, and the group confirmed each milestone and target date. The confirmed timeline is as follows:
Ms. Forbes noted that the timeline is designed to provide adequate time for iterative review and feedback at each stage, while ensuring that the final package is available for circulation to the full Board no later than December 3, 2025 — eight days in advance of the scheduled December 11 Board meeting, consistent with the advance-distribution requirements in Quorum's Bylaws and Corporate Governance Guidelines.
Post-Adoption Regulatory Filings
A discussion was held regarding the regulatory filing obligations that would arise following Board adoption of the governance overhaul package. The following filings were identified and discussed:
Connecticut Department of Insurance: Quorum P&C Insurance Company is subject to the Connecticut insurance holding company act. The holding company filing (Form B) must reflect material governance changes at the parent holding company level. The annual Form B filing is due by March 1, 2026, and the governance changes adopted at the December 11, 2025 Board meeting would need to be reflected in that filing. Mr. Pruett confirmed he would coordinate with Broadleaf Insurance Regulatory Consultants, LLC regarding the specific disclosure requirements.
Texas Department of Insurance: Lone Star Specialty Insurance Company is subject to the Texas insurance holding company act. An informational filing reflecting material governance changes is required within 30 days of adoption. Mr. Pruett noted that the Texas filing requirements are generally less detailed than Connecticut's but confirmed he would verify the specific requirements with Broadleaf.
Ohio Department of Insurance: Great Lakes Surety & Indemnity Co. is subject to the Ohio insurance holding company act (Ohio Revised Code § 3901.32 et seq.). A similar 30-day informational filing following material governance changes is required. Mr. Pruett confirmed he would include the Ohio filing in his coordination with Broadleaf.
NYSE Certification: The NYSE requires a CEO certification of compliance with listing standards within 30 days of material governance changes. Mr. Okonkwo confirmed he would coordinate with Ms. Calloway's office to ensure timely filing of the certification.
Agenda Item 5: Document Request List
Ms. Forbes and Mr. Johannsen presented the comprehensive document request list. Mr. Okonkwo and Ms. Vásquez confirmed the target delivery date of September 19, 2025 for all items. The document request list is as follows:
1. Current Audit Committee Charter (as amended June 14, 2021).
2. Current Compensation & Human Capital Committee Charter (as amended June 14, 2021).
3. Current Nominating & Corporate Governance Committee Charter (as amended March 20, 2019).
4. Current Risk Committee Charter (as adopted February 12, 2016 — never subsequently amended).
5. Current Investment Committee Charter (as adopted February 12, 2016 — never subsequently amended).
6. Current Delegation of Authority Matrix — parent level (as updated October 6, 2017, with interim amendment April 22, 2020).
7. Any subsidiary-level delegation-of-authority documents or policies currently in effect at Quorum P&C, Lone Star Specialty, Great Lakes Surety & Indemnity, Quorum MGA Services, and Vantage Digital Insurance Solutions.
8. Current Corporate Governance Guidelines.
9. Current Bylaws (certified copy).
10. Board resolutions authorizing adoption and/or amendment of each committee charter and the Delegation of Authority Matrix, including the original adoption resolutions (February 2016), the March 2019 amendment resolutions, the June 2021 amendment resolutions, and the April 2020 DOA interim amendment resolution.
11. Garrett & Whitfield LLP management letter dated March 14, 2025 (FY 2024 audit).
12. Apex Proxy Advisors, Inc. governance benchmarking report dated June 30, 2025.
13. Veltrano Institutional Partners, LP shareholder letter dated June 18, 2025.
14. Board resolution dated July 22, 2025 authorizing the governance overhaul project.
15. Quorum's most recent Annual Report on Form 10-K (FY 2024) and definitive proxy statement on Schedule 14A.
16. Organizational chart for Quorum Insurance Holdings Corp. and all subsidiaries (Quorum P&C Insurance Company, Lone Star Specialty Insurance Company, Great Lakes Surety & Indemnity Co., Quorum MGA Services, LLC, and Vantage Digital Insurance Solutions, Inc.), including ownership percentages and jurisdictions of formation.
17. Current director and officer roster with independence classifications (including the basis for each independence determination under NYSE standards and applicable SEC rules).
18. Any prior correspondence with the NYSE regarding governance matters, listing compliance, or deficiency notifications.
19. Any relevant state insurance regulatory correspondence (Connecticut, Texas, Ohio) relating to governance, holding company filings, or delegation-of-authority matters.
Document Responsibility Allocations
The following responsibility allocations were confirmed for compilation and delivery of the requested documents:
• Ms. Vásquez confirmed that she would coordinate with her internal audit team to compile Items 6 (parent DOA Matrix), 7 (subsidiary-level delegation documents), 10 (board resolutions related to charter and DOA adoption/amendment), and 19 (state insurance regulatory correspondence). Ms. Vásquez noted that certain subsidiary-level delegation documents may exist only in informal or draft form, and that she would provide whatever documentation was available, together with a description of the current state of subsidiary delegation practices.
• Mr. Okonkwo confirmed that he would provide Items 1–5 (committee charters), 8–9 (governance guidelines and bylaws), and 11–18 (management letter, benchmarking report, shareholder letter, board resolution, SEC filings, organizational chart, D&O roster, and NYSE correspondence). Mr. Okonkwo noted that the certified copy of the Bylaws (Item 9) would be obtained from the company's Delaware registered agent files and that he would ensure it reflected all amendments through the most recent date.
• Mr. Pruett confirmed that he would assist with Items 18 (NYSE correspondence) and 19 (state regulatory correspondence) and would liaise with Broadleaf Insurance Regulatory Consultants, LLC — specifically, Harold J. Emmerich, Managing Director at Broadleaf — to obtain any relevant regulatory background materials that may be in Broadleaf's possession or that Broadleaf could assist in compiling.
Agenda Item 6: Workstream Assignments and Responsibilities
Ms. Forbes presented the proposed workstream structure for the engagement. The group discussed and agreed upon the following workstream assignments, which allocate responsibility across six defined workstreams encompassing the full scope of the engagement.
Workstream A — Committee Charter Review & Restatement
C&H Lead: Natasha Forbes C&H Support: Eric Johannsen Client Lead: Dennis R. Okonkwo
Scope: This workstream encompasses the comprehensive gap analysis of all five existing committee charters against the requirements of NYSE Listed Company Manual Sections 303A.01 through 303A.14 (including the 2024 amendments), DGCL §§ 141(a) and 141(c), SEC Rule 10D-1, and current governance best practices as reflected in the Apex benchmarking report and other available peer data. The workstream will produce restated charters for each of the five committees, together with redline comparisons to the current versions showing all additions, deletions, and modifications.
Key Issues to Address Per Charter:
Audit Committee Charter (Dr. Lilian Fong-Archer, Chair):
• Enterprise risk management (ERM) oversight responsibility, including clarification of the Audit Committee's role in ERM relative to the Risk Committee's role, with defined boundaries and coordination mechanisms.
• Clawback-policy administration, including integration of SEC Rule 10D-1 and NYSE Rule 303A.14 requirements for the adoption, maintenance, and enforcement of a compensation recovery policy applicable to incentive-based compensation received by current and former executive officers.
• Annual self-evaluation requirement, including defined procedures for conducting the evaluation and reporting the results to the Nominating & Corporate Governance Committee and the full Board.
• Coordination protocol with the Risk Committee to ensure that risk-related matters are appropriately allocated between the two committees and that regular inter-committee communication occurs.
• Updated financial-expert qualification language reflecting current SEC and NYSE guidance on the definition of "audit committee financial expert" and the disclosure requirements associated with the financial-expert determination.
Compensation & Human Capital Committee Charter (Claudia M. Severin, Chair):
• Independent consultant retention authority, including the committee's sole authority to retain, terminate, and oversee the work of any compensation consultant, independent legal counsel, or other adviser, and the committee's obligation to assess the independence of any such adviser.
• Substantive human-capital-management oversight, reflecting the evolving expectations of investors and proxy advisory firms regarding board-level oversight of workforce matters, including talent development, diversity and inclusion, workforce planning, and employee engagement.
• Annual self-evaluation requirement consistent with the approach adopted for the Audit Committee.
Nominating & Corporate Governance Committee Charter (Arthur J. Pennington, Chair):
• ESG and sustainability oversight responsibilities, including the committee's role in overseeing the company's environmental, social, and governance strategy and related disclosures.
• Director skills-matrix requirement, including the committee's obligation to maintain and periodically update a matrix of the skills, qualifications, experiences, and attributes represented on the Board.
• Shareholder-engagement protocol, consistent with the proposed amendments to the Corporate Governance Guidelines, providing for structured engagement between the Lead Independent Director, the Nom/Gov Committee Chair, and significant shareholders.
• Board-refreshment provisions, including tenure limits, mandatory retirement, and succession planning for committee chairs and Board leadership positions.
Risk Committee Charter (Raymond T. Huerta, Chair):
• Insurance-specific risk categories, including explicit enumeration of reserving risk, reinsurance risk, catastrophe exposure, underwriting risk, and emerging-risk categories specific to the property and casualty insurance industry.
• Inter-committee coordination protocols, including defined mechanisms for coordinating with the Audit Committee on financial-risk matters, with the Technology & Cybersecurity Oversight Committee on technology and cyber risk, and with the Investment Committee on investment-related risks.
• Annual self-evaluation requirement consistent with the approach adopted for the other committees.
Investment Committee Charter (Jonathan K. Whitmore, Chair):
• Updated delegation thresholds reflecting the growth in Quorum's invested asset base. Specifically, the single-issuer exposure limit delegated to the Investment Committee is proposed to increase from $50 million to $75 million, reflecting the 46.4% growth in total invested assets from $11.2 billion in 2016 (when the original charter was adopted) to $16.4 billion as of year-end 2024.
• ESG integration in investment strategy, including the committee's role in overseeing the integration of environmental, social, and governance considerations into the company's investment decision-making process.
• Reporting coordination with the Risk Committee on investment-risk matters, including credit risk, concentration risk, and liquidity risk.
Workstream B — New Technology & Cybersecurity Oversight Committee Charter
C&H Lead: Natasha Forbes C&H Support: Eric Johannsen Client Lead: Ivan D. Pruett (compliance perspective); Dennis R. Okonkwo (governance perspective)
Scope: This workstream involves drafting a charter from scratch for the proposed Technology & Cybersecurity Oversight Committee, which would become the sixth standing committee of the QIH Board of Directors. The charter will define the committee's purpose, membership and composition requirements, meeting cadence, scope of oversight authority, reporting obligations to the full Board, and coordination protocols with the Risk Committee and Audit Committee. Ms. Forbes will coordinate with Mr. Okonkwo regarding the proposed committee composition — Priya Narasimhan as Chair, Victor L. Andrade as a member, and Camille R. DuPont as a non-voting advisory member — and will ensure that the charter's composition requirements are consistent with the proposed initial membership while allowing for appropriate flexibility as the committee evolves.
Workstream C — Delegation of Authority Matrix Overhaul
C&H Lead: Eric Johannsen C&H Supervision: Elaine Forsythe Client Lead: Renata M. Vásquez (internal audit perspective); Dennis R. Okonkwo (legal perspective)
Scope: This workstream encompasses the preparation of a revised parent-level Delegation of Authority Matrix with updated thresholds across all authority categories, as well as a model subsidiary DOA template designed for adoption by each of Quorum's five principal operating subsidiaries. The workstream will also produce a current-versus-proposed comparison document highlighting all threshold changes and the rationale for each.
Key Threshold Changes to Analyze: The following threshold changes were discussed at a high level during the meeting and will be analyzed in detail as part of the workstream:
• Capital Expenditures — CEO Sole Authority: Current threshold of $2.0 million proposed to increase to $5.0 million, which would position Quorum slightly above the peer median of $4.5 million as reported in the Apex benchmarking report.
• Claims Settlement — Subsidiary CEO Authority: Current threshold of $1.0 million proposed to increase to $2.5 million, which would address the Lone Star Specialty exceedance issue identified in the Garrett & Whitfield management letter and provide adequate operational flexibility for the subsidiary claims operations.
• M&A and Strategic Transactions — Board Approval Trigger: Current threshold of $10.0 million proposed to increase to $25.0 million, reflecting the growth in the company's asset base and market capitalization since the DOA Matrix was last comprehensively updated in 2017.
• Technology/IT Spending: Proposed new standalone category (previously bundled within the general capital expenditures category), with CEO sole authority for technology and IT projects up to $3.0 million per project.
• Additional Categories: Additional authority categories are to be developed in the full analysis, including but not limited to reinsurance treaty authority, litigation settlement authority, real estate transactions, employment and compensation commitments, charitable contributions, and lobbying and political expenditures.