CJ 2018 Proxy Statement

INFORMATION ABOUT OUR BOARD AND ITS COMMITTEES Service on Other Boards Our directors are expected to limit their other board memberships to a number which permits them, given their individual circumstances, to responsibly perform all of their director duties. No director may serve on the board of directors of more than three other public companies, unless the Board approves an exception. None of our directors currently serve on the board of directors of more than three other public companies. The Board’s Role in Risk Oversight The Board believes that risk management is an integral part of setting and implementing our strategic plan, which includes, among other things, identifying and assessing the major risks and opportunities facing the Company. It is management’s responsibility to manage the Company’s risk exposure and potential impact of the many risks that are associated with our business and a primary function of our Board is to assist and oversee management in this effort. The Board, as a whole and also at the committee level, shares this oversight responsibility. The Board’s committees assist the Board in fulfilling its oversight responsibilities with respect to risks within its areas of responsibilities, as further discussed below. We believe the Board’s role in risk oversight is consistent with the Company’s leadership structure (as discussed under the heading “—Board Leadership Structure”), with our CEO and other members of senior management having direct responsibility for risk management, and the remaining directors involved in providing oversight of management’s efforts to reduce, mitigate or eliminate the risks that we face. The primary means by which the Board and its designated committees oversee our risk management structure and policies is through their regular communications with management, specifically including our General Counsel, and our internal audit department. In connection with our quarterly Board meetings, the full Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, and strategic risks. The Chairman of each of the committees will discuss and review significant matters with management outside of the quarterly Board meetings as needed. When a committee receives a separate report or the Chairman has separate discussions, the committee Chairman may discuss that report with the full Board. As part of its charter, the Audit Committee is responsible for reviewing and discussing our policies with respect to risk assessment and risk management generally, and also specifically with respect to financial reporting, internal controls and accounting matters, legal, tax and regulatory compliance and the internal audit function. The Audit Committee is responsible for ensuring that an effective risk assessment process is in place, and quarterly reports are made to the Audit Committee on material risks facing the Company. Upon request, both the full Board and Audit Committee may receive reports from those executive officers who are deemed responsible for particular risks due to being in a position that makes them most likely to be able to impact the effects of such risks. The Audit Committee also oversees our internal audit department, which is responsible for monitoring the Company’s adherence to our significant corporate policies and internal controls. Our Compensation Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation and health and welfare benefits policies and programs. Our Nominating and Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with corporate governance, Board organization, membership and structure and succession planning for our Chief Executive Officer and other members of senior management. The Board and management are committed to reviewing how the Company’s performance, opportunities and strategy are influenced by, and influence, the climate. This review, which is part of the Company’s general risk management process, includes an evaluation of the Company’s material climate-related risks; all material risks identified in the risk management process are assessed by management and reported to the Board. Committees of the Board As noted above, our Board has three standing committees: Audit Committee, Compensation Committee and Nominating and Governance Committee. Each committee has a charter, which is available on our website at http://www.cjenergy.com/about-us/ corporate-governance/ u nder “Corporate Governance.” Stockholders may obtain printed copies of any charter, free of charge, by sending a written request to C&J Energy Services, Inc. at 3990 Rogerdale Rd. Houston, Texas 77042, Attn: Corporate Secretary, or by emailing Investors@cjenergy.com . C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT 13