Nominating and Corporate Governance Committee Charter

Committee Membership

The Nominating and Corporate Governance Committee will consist of at least two members. The Nominating and Corporate Governance Committee will be composed of directors who satisfy the independence requirements set forth in the Corporate Governance Rules of The NASDAQ Stock Market, Inc., and all other applicable legal and regulatory requirements.

The members of the Nominating and Corporate Governance Committee will be appointed, and may from time to time be removed, by the Board.

Meetings

Meetings of the Nominating and Corporate Governance Committee may be called by or at the request of the Board, the Chair of the Nominating and Corporate Governance Committee, any two members of the Nominating and Corporate Governance Committee or the Chief Executive Officer of the Company. Notice of a meeting of the Nominating and Corporate Governance Committee stating the place, day and hour of the meeting shall be given to each member of the Nominating and Corporate Governance Committee at least one day prior there to by email, personal delivery or by telephone, electronically transmitted facsimile or other form of wire or wireless communication. The method of notice need not be the same for each member of the Nominating and Corporate Governance Committee.

Functions and Responsibilities

In furtherance of the purposes set forth above, the Nominating and Corporate Governance Committee will perform the functions and responsibilities enumerated herein as appropriate and will have all the powers of the Board necessary or desirable to perform such functions and responsibilities as may be delegated to a committee of the Board under Bermuda law. Notwithstanding the enumeration of specific functions and responsibilities herein, the Nominating and Corporate Governance Committee believes that its policies and procedures should remain flexible, in order to facilitate its ability to respond to changing circumstances and conditions in fulfilling its responsibilities to the Company and its shareholders. The Nominating and Corporate Governance Committee will by resolution establish its own rules and regulations for all meetings. In the absence of such action by the Nominating and Corporate 2 Governance Committee, the provisions of the Company’s Bye‐Laws generally applicable to committees of the Board will apply to the Nominating and Corporate Governance Committee.

1. The Nominating and Corporate Governance Committee will develop qualification criteria for selecting director candidates, and actively seek, interview and screen individuals qualified to become Board members for recommendation to the Board. The criteria and qualifications shall take into account, among other items, the financial, industry, regional and business experience and expertise of the candidates, the criteria for membership on the Board of Directors set forth in the Corporate Governance Guidelines of the Company, and the independence and diversity criteria set forth in the listing rules of the Nasdaq Stock Market. If, however, the Company is at any time legally required by contract or otherwise to provide any third party with the ability to nominate a director, the Nominating and Corporate Governance Committee need not evaluate such nomination, unless required by contract or requested by the Board.
2. The Nominating and Corporate Governance Committee will have the sole authority to retain and terminate any search firm to be used to identify director candidates and will have sole authority to approve the search firm’s fees and other retention terms.
3. The Nominating and Corporate Governance Committee will oversee the evaluation of the Board and make recommendations to the Board as appropriate.
4. The Nominating and Corporate Governance Committee may develop and maintain an orientation program for new directors and continuing education programs for directors.
5. The Nominating and Corporate Governance Committee will make regular reports to the Board.
6. The Nominating and Corporate Governance Committee will review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval. The Nominating and Corporate Governance Committee will review and assess the Nominating and Corporate Governance Committee and individual members’ performance at least annually.
7. The Nominating and Corporate Governance Committee shall perform such other functions and have such other powers consistent with this Charter, the Bye‐Laws and governing law as the Nominating and Corporate Governance Committee or the Board may deem appropriate. The Nominating and Corporate Governance Committee may form and delegate authority to subcommittees when appropriate.

AMENDED by the Board on December 9, 2021.