Extract to table

Because the allegations at issue concern the conduct of senior BSU personnel and may implicate the adequacy of QIH management's oversight, the investigation must be conducted independently of QIH management and wholly outside the chain of command that includes the subject individuals

Any request to waive privilege — whether by QIH management, government regulators (including the SEC, DOJ, or Connecticut Insurance Department), the external auditor (Kellner & Strauss LLP), D&O insurers, or any other party — must be presented to the full Audit Committee for consideration and vote

No waiver, partial waiver, or selective disclosure of privileged investigation materials shall occur absent a formal Audit Committee resolution expressly authorizing the specific disclosure

Limitations on Management Authority The following limitations on management authority are essential to the independence and integrity of the investigation and shall be strictly observed: General Counsel

Nakamura shall not have authority to direct the investigation or to access privileged investigation work product except as specifically authorized by the Audit Committee

They shall not have access to any privileged investigation materials, communications, work product, reports, or analyses at any time during the investigation