WERNER ENTERPRISES CORPORATE GOVERNANCE FACT SHEET
Board of Directors
| Size of Board |
8 Members |
| Number of Independent Directors |
7 |
| Number of board meetings in 2019 |
4 |
| Annual Board and Committee Evaluation |
Yes |
| Each Director serves on no more than one other company board |
No |
Board Committees
Audit Committee
| Independent Audit Committee |
Yes |
| Number of Audit Committee meetings held in 2019 |
4 |
| Audit Committee members serve on no more than one other company audit committee |
No |
Compensation Committee
| Independent Compensation Committee |
Yes |
| Number of Compensation Committee meetings held in 2019 |
5 |
Nominating and Corporate Governance Committee
| Independent Nominating and Corporate Governance Committee |
Yes |
| Number of Nominating and Corporate Governance Committee meetings held in 2019 |
3 |
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 |