Extract to table

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

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

Lilian Fong-Archer shall continue to serve as Chair of the Audit Committee

Severin shall continue to serve as Chair of the Compensation & Human Capital Committee

Pennington shall continue to serve as Chair of the Nominating & Corporate Governance Committee and as Lead Independent Director of the Board

Huerta shall continue to serve as Chair of the Risk Committee