Corporate Governance Guidelines
for Carbo Ceramics Inc.

These Corporate Governance Guidelines are designed to provide a framework for the effective governance of Carbo Ceramics Inc., a fully owned subsidiary of Wilks Brothers LLC. The guidelines are intended to ensure that the board of directors (the “Board”) fulfills its responsibilities to shareholders and stakeholders in a manner consistent with the highest principles of business integrity, ethics, and professionalism.

1. Board Composition and Selection

• Independence: While Carbo Ceramics Inc. is a private subsidiary, the Board shall include a combination of Wilks Brothers LLC designees and independent directors, as deemed appropriate.
• Skills and Expertise: Board members should collectively possess a broad range of skills, expertise, and experience necessary to oversee the company’s strategy and operations effectively.
• Diversity: The Board values diversity in its composition, including but not limited to professional background, education, gender, and ethnicity.

2. Board Roles and Responsibilities

• Strategy Oversight: The Board is responsible for reviewing and guiding corporate strategy, major plans of action, risk management policies, and financial objectives.
• Corporate Performance and Integrity: The Board ensures processes are in place for maintaining the integrity of the company’s financial controls and reporting, compliance with laws and ethics, and quality of products and services.
• Succession Planning: The Board oversees succession planning for the CEO and other senior management positions to ensure stability and retention of institutional knowledge.
• Compensation: The Board sets compensation for senior management, ensuring alignment with the company’s goals and sustainability.

3. Board Meetings

• Frequency of Meetings: The Board shall meet at least quarterly, with additional meetings as required to address specific needs.
• Meeting Agendas: Agendas are prepared in advance by the Board secretary in consultation with the CEO.
• Executive Sessions: Non-management directors meet without management present on a regularly scheduled basis, but no less than once a year.

4. Director Responsibilities

• Preparation and Participation: Directors are expected to rigorously prepare for, attend, and participate in all Board and applicable committee meetings.
• Confidentiality: Directors must maintain the confidentiality of all material information received as board members.
• Continuing Education: Directors are encouraged to engage in continuing education related to their roles on the Board.

5. Board Committees

• Committee Structure: The Board may establish committees as necessary, typically including an Audit Committee and a Governance Committee.
• Committee Charters: Each committee operates under a specific charter that defines its roles and responsibilities, periodically reviewed and updated.

6. Director Access to Management and Independent Advisors

• Access to Management: Directors have full and free access to management and other employees of the company.
• Independent Advisors: The Board and its committees may hire independent legal, financial, or other advisors as necessary to fulfill their responsibilities.

7. Director Compensation

• Structure of Compensation: Director compensation should be consistent with the market practices and the scale of the business, taking into consideration the demands placed on the directors.
• Review of Compensation: The compensation of directors is reviewed annually by the Compensation Committee and approved by the Board.

8. Annual Performance Evaluation

• Evaluation of the Board: The Board conducts an annual self-evaluation to determine whether it and its committees are functioning effectively.
• Individual Assessments: Evaluations are also performed to assess individual contributions and areas for improvement.

9. Communication with Stakeholders

Transparency and Reporting: The Board ensures that the company’s communications with its stakeholders, including shareholders, employees, and other parties, are effective and accurate.