We Are Werner
NASDAQ: WERN 27.15 +0.00 +0% Volume: 2,501,900 April 21, 2017

WERNER ENTERPRISES CORPORATE GOVERNANCE FACT SHEET

Board of Directors

Size of Board 8 Members
Number of Independent Directors 6
Number of board of directors meetings held in 20166
Annual Board and Committee Evaluation Yes
Each Director serves on no more than one other company board Yes

Board Committees

Audit Committee

Independent Audit Committee Yes
Number of Audit Committee meetings held in 2016 4
Audit Committee members serve on no more than one other company audit committee Yes

Compensation Committee

Independent Compensation Committee Yes
Number of Compensation Committee meetings held in 2016 6

Nominating and Corporate Governance Committee

Independent Nominating and Corporate Governance Committee Yes

Governance Policies and Practices

Corporate Governance Guidelines approved by the Board Yes
Outside Directors hold meetings without management present Yes, at quarterly Audit Committee meetings
Insider Trading Policy Yes
Disclosure Committee meets quarterly for financial reporting process Yes
Code of Corporate Conduct Yes
Whistle Blower Procedures Yes
Quiet Period Policy Yes
Related party transactions reviewed by Nominating and Corporate Governance Committee Yes

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