CJ 2018 Proxy Statement

INFORMATION ABOUT OUR BOARD AND ITS COMMITTEES A description of each committee, its function and charter, are provided below: Audit Committee Our Audit Committee is responsible for the oversight of risks relating to financial reporting, internal controls and accounting matters, as well as legal, tax and regulatory compliance, and our internal audit systems. Pursuant to its charter, the purposes of the Audit Committee are to: • Oversee the quality, integrity and reliability of our financial statements, our accounting and financial reporting processes and our financial statement audits; • Oversee the effectiveness of our systems of disclosure controls and procedures and internal controls over financial reporting; • Encourage continuous improvement and foster adherence to our policies, procedures and practices at all levels; • Oversee the effectiveness and performance of our external audit function, including the qualifications, independence and performance of the independent registered public accounting firm engaged for the purposes of preparing or issuing an audit report or performing other audit, review or attest services; • Oversee the effectiveness and performance of our internal audit function; • Oversee our policies with respect to risk assessment and risk management; • Oversee our compliance with legal and regulatory requirements, as well as our ethical standards and significant corporate policies, procedures and practices, including through the establishment of reporting procedures; • Provide for and foster open communication between and among itself, our independent registered public accounting firm, financial and senior management, the internal audit department and our Board, always emphasizing that the independent registered public accounting firm is accountable to the Audit Committee; • Annually prepare an “Audit Committee Report” for inclusion in the proxy statement for each annual meeting of stockholders, in accordance with applicable rules and regulations; and • Perform such other functions as our Board may assign to our Audit Committee from time to time. In connection with these purposes and to satisfy its oversight responsibilities, our Audit Committee annually selects, engages and evaluates the performance and ongoing qualifications of, and determines the compensation for, our independent registered public accounting firm, reviews our annual and quarterly financial statements, and confirms the independence of our independent registered public accounting firm. Our Audit Committee meets regularly with our management, internal auditors and our independent registered public accounting firm regarding the adequacy of our financial controls and our compliance with legal, tax and regulatory matters and our significant corporate policies. Our Audit Committee separately meets regularly with our independent registered public accounting firm, internal auditors, Chief Financial Officer and Chief Accounting Officer and other members of senior management. Our Audit Committee Chairman routinely meets between formal committee meetings with our Chief Financial Officer and Chief Accounting Officer, internal auditors and our independent registered public accounting firm. Our Audit Committee also receives regular reports regarding issues such as the status and findings of audits being conducted by the internal and independent auditors, accounting changes that could affect our financial statements and proposed audit adjustments. While our Audit Committee has the responsibilities and powers set forth in its charter, it is not the duty of our Audit Committee to plan or conduct audits, to determine that our financial statements are complete and accurate or to determine that such statements are in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and other applicable rules and regulations. Our management is responsible for the preparation of our financial statements in accordance with U.S. GAAP and our internal controls. Our independent registered public accounting firm is responsible for the audit work on our financial statements. It is also not the duty of our Audit Committee to conduct investigations or to assure compliance with laws and regulations and our corporate policies and procedures. Our management is responsible for compliance with applicable laws and regulations, as well as compliance with our policies and procedures. The current members of the Audit Committee are Messrs. Roemer (Chairman), Kennedy and Mueller. Our Board has determined that all members of our Audit Committee are independent as that term is defined by the listing requirements of the NYSE and by Rule 10A-3 promulgated under the Exchange Act. Additionally, our Board has determined that each member of the Audit Committee is financially literate, and that Mr. Roemer has the necessary accounting and financial expertise to serve as chairman. Our Board has also determined that Messrs. Roemer and Mr. Kennedy’s are each an “audit committee financial expert” following a determination that each met the criteria for such designation under the rules and regulations of the SEC. For information regarding Messrs. Roemer’ and Kennedy’s business experience please read “Proposals to be Voted on by Stockholders—Proposal 1—Election of Directors—Director Biographies.” The Audit Committee held five meetings during 2017. 14 C&J ENERGY SERVICES, INC. 2018 PROXY STATEMENT