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Coleman D. Ross

Professional Designation
Examination, Experience, Ethics,
and Education Requirements

Certified Public Accountant

In 1967, I attained my Certified Public Accountant license and certificate (no. 2959) from the North Carolina State Board of Certified Public Accountant Examiners, after passing the AICPA’s Uniform CPA Examination in 1966 and completing two years of audit experience with Price Waterhouse. In connection with the annual renewal of my North Carolina license, I complete at least 40 hours of continuing professional education, including professional ethics study. The topics of the four examinations that comprised the Uniform CPA Examination that I completed follow:

• Accounting Theory
• Accounting Practice
• Auditing
• Business Law

In addition to my North Carolina license, I also maintain an active New York license (no. 071446) in support of my audit committee role for two New York domiciled insurers. Also, in connection with my prior role as a Price Waterhouse audit partner, I held the following additional CPA licenses during time periods that those licenses were required because of client responsibilities: Connecticut (no. 2881; October 1977 – December 1999), Florida (no. ACR001177; January 1976 – March 1977), Louisiana (no. B-12542; January 1978 – December 1980), Massachusetts (no. 15596; April 1993 – June 1994), and Vermont (no. 001-0898; September 1990 – July 1999).

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Audit Committee Financial Expert

In connection with my audit committee role on the Syncora Holdings Ltd. board of directors, I am designated as an Audit Committee Financial Expert. The term is defined by the U.S. Securities and Exchange Commission (Regulation S-K, Item 401(h)), and each public company registrant is required to have at least one Audit Committee Financial Expert on its audit committee.

The attributes that the SEC requires of me, as an Audit Committee Financial Expert, follow:

• An understanding of generally accepted accounting principles and financial statements;
• The ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves;
• Experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of issues that are generally comparable to the breadth and complexity of issues expected to be raised by the registrant’s financial statements, or experience actively supervising one or more persons engaged in such activities;
• An understanding of internal controls and procedures for financial reporting; and
• An understanding of audit committee functions.

Also as required by the SEC, these attributes would be acquired through any one or more of the following:

• Education and experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor or experience in one or more positions that involve performance of similar functions;
• Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor, or person performing similar functions;
• Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements; or
• Other relevant experience.

I acquired and continue to have these attributes that are relevant to the insurance and financial services industries through:

• My public accounting auditor experience for 34 years, including 22 years as an audit partner;
• My subsequent public company experience for 3-1/2 years as the chief financial officer for two New York Stock Exchange-listed companies;
• My subsequent audit committee experience for over seven years as the committee chairman for four separate companies;
• My additional experience as a member of the AICPA’s senior accounting and financial reporting technical committee and on other AICPA committees and task forces dealing with technical accounting and auditing issues;
• My undergraduate education in accounting; and
• My graduate level education in both economics and financial services.

In addition to SEC audit committee requirements:

• I meet audit committee requirements of the New York Stock Exchange Listed Company Manual (303A.01(a)), by having accounting or related financial management expertise and being financially literate;
• I meet the requirements of the U.K. Financial Service Authority (Rule DTR 7.1.1 R), by having competence in accounting and/or auditing; and
• I meet the London Stock Exchange requirements and recommendations, as established through the U.K. Financial Reporting Council’s Combined Code (Provision C.3.1) and the Council’s Guidance on Audit Committees (Paragraph 2.16), by having both recent and relevant financial experience and a professional qualification from one of the professional accounting bodies.

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Certificate of Director Education

In support of my role as an independent director, I completed the National Association of Corporate Directors’ two-day Director Professionalism course and received the Certificate of Director Education in June 2008. To maintain this certificate, I am required to complete at least 16 credits of approved continuing director’s education during each succeeding two-year period. The NACD is the membership organization dedicated to serving the corporate governance needs of corporate directors and boards. The organization’s professionalism course that I completed covered the following curriculum topics:

• Board excellence: roles, responsibilities, structure, and leadership
• Fiduciary duties of corporate boards
• Scrutinizing financial statements: knowing what questions to ask management and auditors
• Creating and sustaining board value: corporate strategy and risk oversight
• Board governance and the role of the Governance and Nominating Committee
• Audit Committees: effectiveness in the new environment
• Executive and director compensation in the changing landscape
• A case study on risk management

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Chartered Property Casualty Underwriter
Associate in Reinsurance
Associate in Insurance Accounting and Finance
Associate in Regulation and Compliance
Associate in General Insurance

The Chartered Property Casualty Underwriter designation is offered by The American Institute of Chartered Property Casualty Underwriters to candidates with three years or relevant experience who pass required examinations and subscribe to the AICPCU’s ethical standards. I attained my CPCU designation in 1999 while serving as the audit partner for XL Capital, a large Bermuda-based property-casualty insurer, and Trenwick Group, a property-casualty reinsurer, after having started the program several years earlier. As a CPCU, I participate voluntarily in the AICPCU’s Continuing Professional Development program.

In addition to the CPCU designation, I also attained the Associate in Reinsurance, Associate in Insurance Accounting and Finance, Associate in Regulation and Compliance, and Associate in General Insurance designations from the Insurance Institute of America, which is a companion organization to the AICPCU. These are offered to candidates who pass examinations in four, four, three, and four respectively, property and liability insurance-related courses in each program (twelve examinations in total and ten examinations beyond the CPCU requirements). I attained the ARe designation in 2004 during my “second” retirement and after years of service on the AICPA’s Reinsurance Auditing and Accounting Task Force and working with and for reinsurers. I also attained the ARC designation during my "second" retirement, as Syncora Guarantee was facing regulatory oversight in 2009 during its financial difficulties. I had previously attained the AIAF designation in 1998 while serving as the engagement partner for XL Capital and Trenwick Group. I attained my AINS designation in 2010.

In conjunction with two of the above certificate programs, I also earned the IIA's Certificate in General Insurance in 1998 and Certificate in Regulatory Compliance in 2009.

The subjects of the 20 examinations that I completed follow:

Chartered Property Casualty Underwriter:

• Ethics, Insurance Perspectives, and Insurance Contract Analysis
• Personal Property and Liability Insurance and Risk Management
• Commercial Property Insurance and Risk Management
• Commercial Liability Insurance and Risk Management
• Insurance Operations
• Legal Environment of Insurance
• Management
• Accounting and Finance
• Economics
• Insurance Issues and Ethics

Associate in Reinsurance:

• Principles of Reinsurance
• Reinsurance Practices
• Accounting and Finance
• Insurance Operations

Associate in Insurance Accounting and Finance:

• Statutory Accounting for Property and Liability Insurers
• Insurance Operations
• Insurance Information Systems
• Insurance Company Finance

Associate in Regulation and Compliance and
Certificate in Regulatory Compliance:

• Insurance Regulation
• Statutory Accounting for Property and Liability Insurers
• Insurance Operations

Associate in General Insurance and
Certificate in General Insurance:

• General Principles of Insurance
• Personal Insurance
• Commercial Insurance
• Ethical Guidelines for Insurance Professionals

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Advanced Diploma in Insurance
Associate of the Chartered Insurance Institute
Chartered Insurance Practitioner

I enrolled in the Chartered Insurance Institute's Advanced Diploma in Insurance program when I was the chief financial officer of Trenwick Group and also on the board of directors of its Lloyd's of London syndicate manager. The Chartered Insurance Institute, also based in London, is a professional organization for the insurance and financial services industry. I received my diploma in 2005 after completing examination requirements in the following subjects:

• Risk, Regulation, and Capital Adequacy
• Company and Contract Law and Their Application to Insurance
• Business and Economics
• Principles of Property and Pecuniary Insurance
• Principles of Reinsurance
• Management
• Marketing
• Finance and Accounting
• North American General Insurance Principles

Concurrent with earning the Advanced Diploma in Insurance, I also received the Associate in the Chartered Insurance Institute (ACII) as well as the Chartered Insurance Practitioner designations. These two designations are held by individuals who have completed the Advanced Diploma program and who meet educational, experience, and ethical requirements.

Since receiving my ACII designation, I have begun the process of becoming a Fellow in the Chartered Insurance Institute. The most significant steps in the three-year process that follow my receipt of the Advanced Diploma in Insurance include undertaking continuing professional development, recording a major qualification achievement, and completing a business ethics program.

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Chartered Life Underwriter
Chartered Financial Consultant

The Chartered Life Underwriter, as well as the Chartered Financial Consultant, designations are offered by the Solomon S. Huebner School of The American College to candidates with relevant experience who pass required examinations and subscribe to the school’s ethical standards and ongoing continuing education requirements. I attained my CLU designation in 1980, while serving as the audit partner for both Connecticut General and Phoenix Mutual Life, and my ChFC designation in 1992, while serving as the national leader of our firm’s insurance practice and as the audit partner for State Mutual Life. The requirements of the ChFC designation required me to complete three examinations beyond the CLU designation.

The subjects of the thirteen examinations that I completed follow:

Chartered Life Underwriter

• Economic Security and Individual Life Insurance
• Income Taxation
• The Financial System in the Economy
• Individual Life Insurance
• Life Insurance Law
• Group Benefits
• Planning for Retirement Needs
• Investments
• Fundamentals of Estate Planning
• Planning for Business Owners and Professionals

Chartered Financial Consultant

• Fundamentals of Financial Planning
• Income Taxation
• The Financial System in the Economy
• Individual Life Insurance
• Planning for Retirement Needs
• Investments
• Wealth Accumulation Planning
• Fundamentals of Estate Planning
• Planning for Business Owners and Professionals
• Financial Planning Applications

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Fellow, Life Management Institute
Associate in Insurance Accounting and Finance

The Fellow, Life Management Institute designation is offered by the Life Office Management Association to candidates who pass required examinations in general courses and a specialization course. I attained my FLMI designation in 1980 while serving as the engagement partner for Connecticut General Life and Phoenix Mutual Life, after having started the program in 1977. In addition to the requirement for a specialization course, I also completed examinations in two additional specialization courses in 1980 and 1989.

I also attained the Associate in Insurance Accounting and Finance designation offered by LOMA (together with the Insurance Institute of America) in 1998 while serving as the engagement partner for Phoenix Home Life.

The subjects of the 14 examinations that I completed follow:

Fellow, Life Management Institute general courses

• Principles of Insurance: Life, Health, and Annuities
• Life and Health Insurance Company Operations
• Legal Aspects of Life and Health Insurance
• Management Principles and Practices
• Information Management in Insurance Companies
• Economics and Investments
• Accounting in Life and Health Insurance Companies
• Mathematics of Life and Health Insurance

Fellow, Life Management Institute specialization courses

• Life Insurance Accounting
• Group Insurance
• Financial Management

Associate in Insurance Accounting and Finance

• Statutory Accounting for Life and Health Insurers
• Insurance Information Systems
• Insurance Company Finance
• Life and Health Insurance Company Operations
• Mathematics of Life and Health Insurance

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Graduate School of Banking Certificate

I enrolled in the banking program at the Graduate School of Banking (then the School of Banking of the South) in 1982 at a time when banking was as much a part of my client base as insurance. Virtually all of my classmates there were bankers, which made for some interesting discussions around financial statements, credit analysis, and independent auditors’ reports. The program required attendance and participation at three annual two week on-campus sessions in Baton Rouge with independent projects between years. I graduated from the program in 1984. The topics covered by the program included the following:

• Economics
• Investments
• Credit Analysis
• Marketing
• Law
• Management

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Certified Bank Auditor

The Certified Bank Auditor designation is offered by the Bank Administration Institute to candidates who meet educational, experience, and ethical requirements. I attained my CBA designation (which was then the Chartered Bank Auditor designation) in 1982 while serving as the audit partner for Hartford National (which was subsequently renamed Shawmut National and now is part of Bank of America) and beginning my study at The School of Banking at Louisiana State University. To maintain the active status of my CBA designation, I completed at least 60 hours of qualifying continuing professional education during a two-year period and also complied with the CBA Code of Ethics. I did not renew my CBA certification in 2008 as my current activities as an independent director do not involve banking.

The four examinations that I completed to receive my CBA designation covered the following topics:

• Accounting
• Auditing Principles and Practices
• Banking Law and Regulation
• General Business

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Chartered Financial Analyst Program

The Chartered Financial Analyst program is offered by the CFA Institute (formerly the Association for Investment Management and Research, or AIMR) to candidates who meet experience, ethical, and educational requirements. I enrolled in the CFA program because I thought it would be difficult and challenging and I haven’t been disappointed. I have completed two of the three CFA examinations and am not certain if I will work to complete the program, given my current focus as an independent director. The designation program requires the completion of three examinations, offered annually, covering these topics:

• Portfolio Management
• Portfolio Performance Presentation
• Analysis of Equity, Debt, Derivative, and Alternative Investments
• Corporate Finance
• Financial Statement Analysis
• Economics
• Quantitative Methods
• Ethical and Professional Standards

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Certified Internal Auditor
Certified Financial Services Auditor

The Certified Internal Auditor program is offered by The Institute of Internal Auditors to candidates who meet experience, educational, and ethical standards. I completed the program in 2007, having started it during my "second" retirement to support my service as an independent director and financial expert serving on audit committees. The four examinations in the CIA program cover these topics:

• Conducting the Internal Audit Engagement
• The Internal Audit Activity’s Role in Governance, Risk, and Control
• Business Analysis and Information Technology
• Business Management Skills

I also attained the Certified Financial Services Auditor designation from the IIA in 2002. The institute requires qualified CFSA candidates complete an examination covering audit practices and methodologies for banking, insurance, and securities industries.

As a member of The Institute of Internal Auditors, I am subject to the IIA's Code of Conduct. As a CIA and CFSA in non-practicing status, I have no continuing education requirements for these designations, although I do meet my continuing education requirements as a CPA.

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Certified Management Accountant
Certified Financial Manager

The Certified Management Accountant program is offered by the Institute of Management Accountants (formerly the National Association of Accountants), as was a companion Certified Financial Manager program, prior to its discontinuance. Each of the designations required the completion of four examinations (five examinations in total). I started these programs during my ‘second’ retirement to support my service as an independent director, and I completed the last examinations in each program in 2007. As an active CMA and CFM, I complete at least 30 hours of qualifying continuing professional education each year, including two hours on ethics, and also comply with the IMA's Statement of Ethical Professional Practice. The five examinations required in total for these designation programs cover these subjects:

Certified Management Accountant

• Economics, Finance, and Management
• Financial Accounting and Reporting
• Management Reporting, Analysis, and Behavioral Issues
• Decision Analysis, Information Systems, and Management Controls

Certified Financial Manager

• Economics, Finance, and Management
• Corporate Financial Management
• Management Reporting, Analysis, and Behavioral Issues
• Decision Analysis, Information Systems, and Management Controls
  

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Certified Treasury Professional

The Certified Treasury Professional program is offered by the Association for Financial Professionals (formerly the Treasury Management Association) to candidates who meet experience, ethical, and education requirements. Recipients of the designation are required to complete at least 36 hours of qualifying continuing professional education every three years. I enrolled in the program to support my service as an independent director and financial expert serving on audit committees, and I completed the program's examination in 2008. The examination covered the following topics:

• Background and Environment of Treasury Management (The Role of Treasury Management; Treasury Organizational Structure; and Financial Environment)
• General Financial Analysis (Financial Accounting and Financial Planning and Analysis)
• Liquidity Management (Working Capital Management; Working Capital Tools; Payment Systems; Cash Management; and Short-term Investing and Financing Decisions)
• Treasury Technology (Treasury Management Systems and Electronic Commerce)
• Long-term Finance (Sources of Capital and Capital Structure and Dividend Policy)
• Global Finance (Global Treasury Environment and Global Treasury Organization and Liquidity Management)
• Other Areas of Treasury Management (Financial Risk Management; Operational and Insurance Risk Management; Corporate Governance and Ethics; Retirement Fund Management; and Relationship Management)

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Personal Financial Specialist

In addition to earning the Certified Public Accountant designation, I also attained the AICPA’s Personal Financial Specialist credential in 2006. This credential is earned by institute members who have the requisite years of experience and education in financial planning and have passed a comprehensive financial planning examination. I did not renew my PFS certification in 2008 as my role as an independent director does not involve financial planning.

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