Triad Guaranty Inc.
Corporate Governance and Nominating Committee Charter

Role

The Committee’s role is to (a) evaluate the Company’s corporate governance effectiveness and recommend such revisions as it deems appropriate to improve the corporate governance of the Company, the Board or any committee of the Board and (b) identify and recommend the slate of director nominees for election to the Company’s board of directors, identify and recommend candidates to fill vacancies occurring between annual stockholder meetings and identify and recommend Board members for service on committees of the Board.

Membership

The membership of the Committee shall consist of at least three members, each of whom, in the opinion of the Board, meets the applicable requirements for service on the Committee under the rules of the NASDAQ Stock Market.

The members of the Committee shall be appointed and replaced by the Board.  The Board shall designate a Chairman of the Committee.

Operations

The Committee shall meet as necessary, but not less than once per year.  Additional meetings may occur as the Committee or its chair deems advisable.  The Committee shall cause adequate minutes to be kept of all its proceedings.  A majority of the total number of members of the Committee shall constitute a quorum at all Committee meetings.

Authority and Responsibilities

The specific authority and responsibilities of the Committee shall include the following:

  1. The Committee will evaluate the Company's corporate governance effectiveness and recommend such revisions as it deems appropriate to improve the corporate governance of the Company, the Board or any committee of the Board.  Areas of evaluation may include the independence of Board and committee members, Board compensation, the functions of the Board or any committee of the Board, Board self-assessments, the structure and format of meetings of the Board or any committee, Board retirement policies, outside activities of senior executives, director and officer indemnification, succession planning, director and officer continuing education programs, stockholder/board communications mechanisms, and such other areas of inquiry as deemed appropriate.  The Committee will regularly review issues and developments relating to corporate governance and revise the Committee's corporate governance recommendations accordingly.  The Committee may develop and recommend to the Board corporate governance guidelines applicable to the Board and the Company.
  2. Identify and review candidates that the Committee believes are qualified to become Board members and recommend that the Board select such nominee or nominees to stand for election at the next meeting of stockholders of the Company at which directors will be elected.  The Committee shall take into account the applicable requirements for directors under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules of the NASDAQ Stock Market (the “NASDAQ rules”).  The Committee may take into consideration such other factors and criteria as it deems appropriate in evaluating a candidate, including his or her judgment, skill, integrity, diversity, and business or other experience.  The Committee will consider candidates suggested by management or other members of the Board or recommended by stockholders of the Company.

3.      In the event there is a vacancy on the Board, identify individuals that the Committee believes are qualified to become Board members and recommend such person or persons for appointment to the Board.

4.      Identify Board members qualified to fill a vacancy on a committee of the Board and recommend such nominee or nominees to the Board for appointment to such committee.  The Committee shall take into account the applicable requirements for Board committee members under the Exchange Act NASDAQ rules.

5.      Report to the Board on major items covered at each Committee meeting.

6.      Perform any other activities consistent with this Charter, the Company’s Bylaws and governing law as the Committee or the Board deems necessary or appropriate.

Resources and Authority

The Committee shall have full access to all books, records, facilities, and personnel of the Company and the authority to retain independent counsel and other advisers and consultants, as it determines necessary, in order to fully and properly discharge its responsibilities.  The Committee may request any officer or other employee of the Company, or any representative of the Company's legal counsel or other advisors, to attend a meeting or to meet with any members or representatives of the Committee.

Annual Review

At least annually, the Committee will review and reassess the adequacy of this Charter and recommend any changes to the Board.