Principles and Practices

Code of Ethics & Business Conduct

Audit Committee Charter

Corporate Governance Committee Charter

Compensation Committee Charter

Finance and Investment Committee Charter

The Audit Committee ("Committee") is established to assist the Board of Directors ("Board") of Scottish Re Group Limited in fulfilling its oversight responsibilities relating to (a) the quality and acceptability of the accounting for the Company's financial position and results of operations, (b) compliance with legal and regulatory requirements, (c) the external auditor’s qualifications and independence, (d) performance of the Company’s internal audit function and external auditors, and (e) preparation of all necessary reports the SEC may require to be included in the Company’s annual proxy statement as well as such other matters as may from time to time be specifically delegated to the Committee by the Board. 

While the Committee has the powers and responsibilities set forth in this Charter and the Company's Memorandum and Articles of Association, it is not the responsibility of the Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate or are in compliance with generally accepted accounting principles, which is the responsibility of management and the external auditor.  Likewise, it is not the responsibility of the Committee to conduct investigations, to resolve disputes, if any, between management and the external auditor.  Management has the responsibility for preparing financial statements and internal controls and the external auditor has the responsibility for auditing the financial statements.

In performing its duties, the Committee will maintain effective working relationships with the Board, management, and the internal and external auditors.  In carrying out its responsibilities, the Committee will maintain flexible policies and procedures in order to best react to a changing environment.  To effectively perform his or her role, each Committee member will obtain an understanding of the responsibilities of Committee membership as well as the Company's business operations, and risks.  The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and has the ability to retain special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

ORGANIZATION

Size of Committee
The Committee will initially be comprised of at least three directors, but this number will be subject to future review.  The Committee will elect one of its members to serve as Chairman of the Committee (the “Chairman”) on an annual basis.  The retiring Chairman may, however, be re-elected.

Membership Qualifications

All of the Committee Members shall meet the following requirements:

(i) Shall be independent of management and free from any relationship with the Company that would interfere with the exercise of independent judgment as a Committee Member.  In determining independence, the Board will observe the requirements of Sections 303.01 and 303.02 of the NYSE Listed Company Manual.

(ii) Shall be financially literate or must become financially literate within a reasonable period of time after appointment to the Committee.  The Board will determine, in its business judgment, whether a director meets the financial literacy requirement.  (See Section 303.01 (B)(2)(b)).

(iii) At least one member of the Committee must have accounting or related financial management expertise, as determined by the Board in its business judgment (See Section 303.01(B)(2)(c)). 

(iv) A director who meets the definition of independence mandated for a Committee Member but who also holds 20% or more of the Company’s stock (or who is a general partner, controlling shareholder or officer of any such holder) cannot chair, or be a voting member of, the Committee.

(v) Committee Members are prohibited from receiving any consulting, advisory or compensation fees from the Company.

In addition, one member of the Committee shall qualify as a “financial expert,” subject to the SEC’s definition of “financial expert.”

Frequency of Meetings
The Committee shall meet at least four times a year or more frequently as it may determine necessary, to comply with its responsibilities as set forth herein.  The Committee may request any officer or employee of the Company or the Company’s outside legal counsel or external auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.  The Committee may meet with management, the external auditors and others in separate private sessions to discuss any matter that the Committee, management, the external auditor or such other persons believe should be discussed privately.

Appointment of Committee
The Board will appoint the members of the Committee.  The Board will, or will delegate to the members of the Committee the responsibility to, appoint a Chairman.  The Chairman will, in consultation with the other members of the Committee, the Company's external auditor and the appropriate officers of the Company, be responsible for calling the meetings of the Committee, establishing agenda therefor and supervising the conduct thereof.

External Auditor
The external auditor for the Company is ultimately accountable to the Board and the Committee.  The Committee and the Board have the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the external auditor.  Alternatively, the Committee and the Board may nominate the external auditor to be proposed for shareholder approval in any proxy statement.

AUDIT COMMITTEE ROLES AND RESPONSIBILITIES

• Review and confirm the independence of the external auditor by reviewing, among other things, information related to the non-audit services provided and expected to be provided as well as the external auditor’s assertion of independence in accordance with professional standards.  The Committee is responsible for (1) ensuring the external auditor submits on a periodic basis to the Committee a formal written statement affirming its independence and delineating all relationships between the external auditor and the Company, (2) actively engaging in dialogue with the external auditor with respect to any disclosed relationship or services that may impact the objectivity and independence of the external auditor, and (3) taking, or recommending that the Board take, appropriate action to oversee the independence of the external auditor.
  
  
• Review the audit fee, the external auditor’s non-audit services and facts related to the independence of the external auditor such as the extent to which non-audit services have been performed.
  
  
• Select, evaluate and where appropriate, replace the external auditor.  The Committee shall have sole authority to approve the audit engagement fees and terms as well as all significant non-audit related engagements of the external auditor.
  
  
• Nominate the external auditor for shareholder approval in any Company proxy statement.
  
  
• Gain an understanding of whether internal control recommendations made by the external auditor has been implemented by management.
  
  
• Review with management, the external auditor, the senior internal auditing executive (if any), the General Counsel and, if to the extent deemed appropriate by the Chairman, members of their respective staffs, the adequacy and effectiveness of the Company's internal accounting controls, the Company's financial, auditing and accounting organizations and personnel and the Company’s policies and compliance procedures with respect to business practices.
  
  
• Elicit recommendations, if any, from the external auditor for improvements or additions  to the Company’s internal control procedures.
  
  
• Ensure that the external auditor keeps the Committee informed about the results of their procedures relating to fraud, illegal acts, and deficiencies in internal control.
  
  
• Review, after consultation with the external auditor and management, the audit plan, scope and procedures.
  
  
• Review the financial statements contained in the annual report with management and the external auditor to determine if the external auditor is satisfied with the disclosures and content to be presented to shareholders.
  
  
• Meet with the external auditor, internal auditor (if any) or management privately to discuss any matters that the Committee, the external auditor, internal auditor or management believe should be discussed privately.
  
  
• Review and reassess the Committee’s Charter on an annual basis.
  
  
• Set clear hiring policies for employees or former employees of the external auditors.
  
  
• Be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements.
  
  
• Require the Company to set up and maintain an internal audit function.
  
  
• Oversee the internal audit function including review of the organization, responsibilities, plans and results.  Approve and recommend to the Board of Directors the appointment and retention of the Senior Internal Audit Executive.  The Committee will, at least annually, review and concur with the compensation of the Senior Internal Audit Executive.
  
  
• Conduct an annual performance evaluation of the Committee.  The Committee shall review: (a) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles, and major issues as to the adequacy of the Company's internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements; (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures on the financial statements of the Company; and (d) earnings press releases (paying particular attention to any use of "pro forma," or "adjusted" non-GAAP, information).
  
  
• Review such other matters in relation to the accounting, auditing and financial reporting practices and procedures of the Company as the Committee may, in its own discretion, deem desirable.
  
  
• Obtain advice and assistance, as appropriate, from outside legal, accounting and other advisors to review any matter under its responsibility.  The Committee shall have full authority and funding for such engagements.
  
  
• Make recommendations to the Board on any such matters within the scope of its function, as the Committee believes warrant consideration by the Board.
  
  
• Establish procedures for handling complaints regarding the Company’s accounting practices and for confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

REPORTING RESPONSIBILITIES

Regularly update the Board about Committee activities and make appropriate recommendations.

The Committee will prepare, with the assistance of management, the external auditor and legal counsel, a report for inclusion in the Company's proxy or information statement relating to the annual meeting of security holders at which directors are to be elected that complies with the requirements of the federal securities laws.

PROCEDURAL MATTERS

One-third of the members, but not less than two, will constitute a quorum.  A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee.  The Committee will meet as such times as shall be determined by its Chairperson, or upon the request of any two of its members.  The Chairperson will preside, when present, at all meetings of the Committee.  The Committee will keep a record of its meetings and report on them to the Board.  The Committee may meet by telephone or video conference and may take action by written consent.