The Board of Directors of Meadowbrook Insurance Group, Inc. (the “Company”), by Resolution dated August 6, 2002, established the Governance and Nominating Committee (“Committee”). 







This Governance and Nominating Committee Charter was adopted by the Board of Directors on November 5, 2002.   The purpose of the Committee is to provide oversight on matters relating to the nomination of directors, the selection and evaluation of officers and directors and the corporate governance of the Company.







The duties and responsibilities of the Committee will be as follows: 




¨       Establish criteria for the selection of directors of the Company, which shall include the following qualifications: (1) stock ownership in the Company; (2) industry (i.e., insurance) experience; (3) financial experience; (4) acknowledgement by the candidate of the ethical and fiduciary obligations owed the Company; (5) the candidates background be of the type to constructively review and questions management decisions; (6) availability to make a meaningful contribution to the Board and issues facing the Company; (7) candidates background have a history of success and be reflective of the Company’s strategic direction; and candidate ought to contribute to a diverse board.




¨       Identify qualified individuals to serve as senior officers and directors of the Company.




¨       Evaluate the performance of directors and oversee the evaluation of management..




¨       Establish the corporate governance rules and guidelines for the Company, including a Code of Conduct and Business Conduct Policy.




¨       Establish nominating criteria for Board members, interview Board candidates and make recommendations to the Board of Directors to select nominees for election at the Annual Meeting of Shareholders.




¨       Establish, review and monitor compliance with the Code of Conduct and Business Conduct Policy.




¨       Retain, if necessary, a search firm to identify director candidates. 




¨       Perform an annual evaluation of the Committee and its members.




¨       Prepare a report to shareholders as required by the Securities and Exchange Commission, which shall be included in the Company’s Annual Proxy Statement.




¨       Perform such other duties as shall from time to time be delegated to it by the Board of Directors.




¨       Review, discuss and approve related party transactions or other similar type transactions involving the management of the Company.







            The Committee will have a Chairman and a minimum of two (2) other directors all of whom shall be independent directors.




            The Board of Directors will appoint the Committee members and the Chairman.




            The Committee shall consist solely of independent directors of the Company.




            The Board of Directors will approve all appointments to the Committee.




            The Board of Directors may remove a member from the Committee at any time with or without cause.







¨       A majority of the Committee members will be a quorum for the transaction of business.




¨       The action of the majority of those present at a meeting when a quorum is present will be the actions of the Committee.




¨       The Committee will meet at least two (2) times per year and at such other times as may be requested by its Chairman.




¨       The Committee Chairman will from time to time report to the Board of Directors on Committee actions.




¨       The Secretary of the Company will keep Minutes of all Committee meetings, which will be distributed to all Board of Directors.




¨       A preliminary agenda will be prepared by either the Secretary or the Chairman of the Board. The Chairman of the Committee will make the final decision regarding the agenda.




¨       The agenda and all materials to be reviewed at the meeting shall be received by the Committee members as far in advance of the meeting date as practicable.