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HC-3.2.1

The Board must establish an audit committee of at least three directors of which the majority should be independent including the Chairman. The committee must:

(a) Review the company's accounting and financial practices;
(b) Review the integrity of the insurance licensee's financial and internal controls and financial statements;
(c) Review the insurance licensee's compliance with legal requirements;
(d) Recommend the appointment, compensation and oversight of the insurance licensee's external auditor; and
(e) Recommend the appointment of the internal auditor.
January 2011