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Disclosure Committee Charter

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This Disclosure Committee Charter has been adopted by the Chief Executive Officer and the Chief Financial Officer (the "Senior Officers") of Majestic Capital, Ltd. ("the Company"). The Disclosure Committee (the "Committee") shall review and reassess this Charter annually and recommend any proposed changes to the Senior Officers for approval.
I. Purpose

It is the policy of CRM Holdings, Ltd. that all disclosures made by the Company to its security holders or the investment community should be accurate and complete and fairly present CRM Holding's financial condition and results of operations in all material respects, and should be made on a timely basis as required by applicable laws, regulations, and stock exchange requirements. CRM Holdings, Ltd. has established the Committee with the following organization and responsibilities.

II. Organization

The membership of the Committee shall consist of the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the Chief Compliance Officer and the Vice President of Financial Reporting. Such members may be replaced, or new members added, at any time and from time to time by the Senior Officers. The Senior Officers at their option may at any time assume any or all of the responsibilities of the Disclosure Committee identified in this Charter, including, for example, approving Disclosure Statements when time does not permit the full Committee to meet. The Committee may designate two or more officers who can, acting together, approve Disclosure Statements (other than periodic reports) when time does not permit the full Committee to meet.

One member of the Committee shall be appointed by the Senior Officers as chair. The chair shall be responsible for scheduling and presiding over meetings and preparing agendas. Any question of interpretation of this charter or the Committee's procedures shall be determined by any Senior Officer or, in their absence from any meeting, the chair.

Promptly after the adoption of this Charter, the Committee shall meet with the Senior Officers and submit for their approval an initial set of Disclosure Controls, including policies and procedures of this Committee, as well as policies and procedures to test the effectiveness of the Disclosure Controls. The Committee shall meet as frequently as circumstances dictate to (1) ensure the accuracy and completeness of the Disclosure Statements and (2) evaluate the Disclosure Controls and determine whether any changes to the Disclosure Controls are necessary or advisable in connection with the preparation of the Company's upcoming periodic reports or other Disclosure Statements, taking into account developments since the most recent meeting, including changes in the organization and any change in economic or industry conditions.

III. Responsibilities

The Chief Financial Officer, in conjunction with legal counsel, will inform the Committee of its responsibilities and obligations under applicable federal and state securities laws and regulations, including Regulation FD and regulations of NASDAQ. The Committee shall assist the Senior Officers in fulfilling their responsibility for oversight of the accuracy and timeliness of the disclosures made by CRM Holdings, Ltd. by assuming responsibility for the following tasks, in each case subject to the supervision and oversight of the Senior Officers.

  • Design and establish controls and other procedures (which may include procedures currently used by the Company) that are designed to ensure that :
    1. information required by the Company to be disclosed to the SEC and other written information that the Company will disclose to the investment community is recorded, processed, summarized and reported accurately and on a timely basis and
    2. information is accumulated and communicated to management, including the Senior Officers, as appropriate to allow timely decisions regarding such required disclosure.
  • Monitor the integrity and effectiveness of the Company's Disclosure Controls.
  • Review and supervise the preparation of the following:
    1. periodic and current reports including Form 8-K, Form 10-K and Form 10-Q, proxy statements, information statements, registration statements and any other information filed with the Securities Exchange Commission ("SEC"),
    2. press releases containing financial information, earnings guidance, information about material acquisitions or dispositions or other information material to CRM Holdings, Ltd security holders, and
    3. correspondence containing financial information broadly disseminated to shareholders (collectively the "Disclosure Statements")
    4. all speeches, written statements, presentations to securities analysts and institutional investors (including conference calls) and other external communications prior to their dissemination.
  • Retain records of draft reports and maintaining minutes of meetings in which the content or filing of reports are discussed.
  • Continually review the Company's prior disclosures, filings with the SEC, and other public information to determine whether any updating or correcting is appropriate.
  • Stay informed of all regulatory or litigation developments in order to ensure that disclosure of these developments are accurate and complete.
  • Review and approve disclosure policies for financial information displayed on the investor relations section of the Company's web site.
  • Evaluate the effectiveness of the Company's Disclosure Controls within 90 days prior to the filing of the Company's Annual Report on Form 10-K and each Quarterly Report on Form 10-Q.
  • Discuss with the Senior Officers all relevant information with respect to the Committee's proceedings, the preparation of the Disclosure Statements and the Committee's evaluation of the effectiveness of CRM Holdings, Ltd. Disclosure Controls.
  • Assisting the Chief Executive Officer and the Chief Financial Officer in complying with their certification obligations relating to reports filed with the SEC. This entails providing a certification to the Senior Officers prior to the filing with the SEC of each periodic report as to:
    1. the Committee's compliance with its policies and procedures and proper performance of the responsibilities that have been assigned to it and
    2. the Committee's conclusions resulting from its evaluation of the effectiveness of the Disclosure Controls.

IV. Access to Company Records

In discharging its duties, the Committee shall have full access to all Company books, records, facilities, and personnel, including the internal auditors.

V. Other Responsibilities

The Committee shall also have such other responsibilities as the Senior Officers may assign to it from time to time.

VI. Meetings

The Committee will meet as frequently as circumstances dictate to:

  1. ensure the accuracy, completeness and timeliness of the Disclosure Statements and
  2. evaluate the Disclosure Controls and Procedures and determine whether any changes to the Disclosure Controls and Procedures are necessary or advisable in connection with the preparation of the Reports or other Disclosure Statements


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