ADVANCING EXEMPLARY BOARD LEADERSHIP

NATIONAL ASSOCIATION OF CORPORATE DIRECTORS The Changing Role of the Director Outside the Boardroom September 3, 2015 The Junior League of Houston AGENDA 7:00 am Registration / Networking / Breakfast Buffet Opens 7:30 am Breakfast / Roundtable Introductions and Topic Discussion 7:45 am Opening Remarks - Program Presentation Begins 8:40 am Audience Q&A 9:00 am Closing Remarks - Adjourn Presentation 9:15 am Final Networking Closes

2015 National Association of Corporate Directors

Announcing the Newest Additions of the Texas TriCities Chapter

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New Texas TriCities Full Board Companies American Bureau of Shipping

Brenham National Bank Franks International Jones Energy, Inc.

Occidental Petroleum Corporation VAALCO Energy Websense, Inc.

New Texas TriCities Sponsor and Advisors

Sponsor Advisor Bill Arend Sponsor Advisor Tandra Jackson

Announcing the Newest Additions of the Texas TriCities Chapter

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New NACD Houston Area Members

Laurie Baker Robert Beauchamp Beth Bruce Lorena Cordenas Denise Castillo-Rhodes Alejandro Cestero Oswaldo Cisneros Janet Clark Francisco DAgostino Ieda Gomes Yell Elizabeth Gonzales Brock Douglas Gordon Joel Grade

Kurtwood Hillman Jarvis Hollingsworth Adam Kruzich Edgard Leal Kimberley Legge Brad Leist Robyn Martin Christopher Matlock Theodore Pound Floyd Price Genny Randolph Timothy Yang

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Program Sponsor

Breakfast Sponsor

Chairman Level Sponsors

Sustaining Board Sponsor

Thank You Houston Sponsors!

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RBC Wealth Management, a division of RBC Capital Markets, LLC, Member NYSE/FINRA/SIPC

Houston Director Level Sponsors

Media Sponsor

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103 Full Board Members Texas TriCities Committed to Excellence in Governance

Germania Farm Mutual Insurance Association Greater Houston Womens Chamber of Commerce Group 1 Automotive Halcon Resources Corporation Halliburton Hanger, Inc. Harvest Natural Resources, Inc. HCC Insurance Holdings, Inc. Hercules Offshore, Inc. HomeAway Houston Wire & Cable Company Ignite Restaurant Group Independence Contract Drilling - NEW Integrated Electrical Services, Inc. Integrity Bank Jones Energy, Inc. NEW KBR, Inc. Key Energy Services, Inc. KMG Chemicals, Inc. Kraton Performance Polymers, Inc. LGI Homes, Inc. Linn Energy, LLC Luby's, Inc. LyondellBasell Industries Magnum Hunter Resources Corp. Main Street Capital Corp. McDermott International, Inc. Medina Electric Cooperative Midstates Petroleum Company MRC Global, Inc. National Instruments Corp. Newfield Exploration Company Newpark Resources, Inc. Noble Corporation Occidental Petroleum Corporation NEW

Orion Marine Group, Inc. Parker Drilling Company Parsley Energy Phillips 66 Pioneer Energy Services Powell Industries, Inc. PROS Holdings, Inc. Quanta Services, Inc. Rackspace Hosting, Inc. Rignet, Inc. Sanchez Energy Corporation Service Corporation International Sharps Compliance SolarWinds, Inc. Southwest Water Company - NEW Spectra Energy Partners, LP Stewart Information Services Corporation Swift Energy Company SYSCO Corporation Team, Inc. TDECU Tesoro Logistics LP Tesoro Corporation TETRA Technologies Thermon Group Holdings, Inc. Trecora Resources USAA USA Compression Partners VAALCO Energy, Inc. NEW Waste Management, Inc. Weatherford International Ltd. Websense, Inc. NEW Westlake Chemical Corporation WILBROS

Advanced Micro Devices, Inc. Airborn, Inc. Alder Koten American Bureau of Shipping NEW Anadarko Petroleum Corporation Atwood Oceanics, Inc. Baker Hughes Biglari Holdings, Inc. BPZ Energy, L.L.C. Brenham National Bank NEW Bristow Group, Inc. Buckeye Partners, L.P. C.H. Guenther & Son, Inc. Cameron International Cardtronics, Inc. Carrizo Oil and Gas CenterPoint Energy Chicago Bridge & Iron Company Cirrus Logic, Inc. ConocoPhillips Crestwood Midstream Partners, Crown Castle International CST Brands Cyberonics, Inc. Dynegy, Inc. Eagle Rock Energy Partners, L.P. Endeavour International Energy XXI (Bermuda) Limited Exterran Holdings, Inc. Flotek Industries FMC Technologies, Inc. Forbes Energy Services Forestar Group, Inc. Franks International N.V. NEW

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NACD Global Board Leaders Summit

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New month. New venue. New name. As the premier event on the directors calendars each year, NACDs annual conference brings together the best and the brightest in corporate governance for three days of dialogue, networking, and cutting-edge insight. This dynamic event is carefully crafted to deepen our collective understanding of the challenges and opportunities facing boardrooms today and in our future. With a new venue, in a new month, and with a new name, our 2015 Global Board Leaders Summit will convene more than 1,200 of the worlds leading directors and industry experts with a mission to raise the bar for boardroom leadership across the globe. Join us in our nations capital this fall to envision new possibilities and inspire progress.

The future is here. Its time to do our own imagining and lead our companies into a paradigm of continuous reinvention.

Reatha Clark King, NACD Board Chair

NACD Global Board Leaders Summit September 26-29, 2015

Marriott Marquis Washington, DC

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Upcoming Texas TriCities Chapter Programs HOUSTON PROGRAMS Oct 22 Inside the Blue Ribbon

Commission Report: The Boards Role in Driving Long-Term Value Creation Breakfast 7:00am 9:00am The Junior League of Houston

Nov 5 They're Coming For You! Security

threats continue and no one is immune. Is your management prepared? Breakfast 7:00am 9:00am The Houstonian Hotel

Dec 3 Up Close with Secretary

James A. Baker, III Afternoon Session and Holiday Cocktail Reception | 4:30pm 7:30pm The Junior League of Houston

AUSTIN PROGRAMS Sept 9 Member and Prospective Member

Happy Hour Gabriels, AT&T Center 5:30pm 7:30pm

Sept 10 Who Decided That? Effective

Board Decision-making AT&T Center **NEW LOCATION** Breakfast 7:00am 9:00am

SAN ANTONIO PROGRAMS Sept 23 Annual Golf Shamble

The Quarry 12:00pm 7:00pm Sept 24 In Conversation with Craig Boyan,

President and COO of HEB Westin Riverwalk Hotel

Breakfast 7:00am 9:00am

REGISTER AT texastricities.nacdonline.org

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Moderator _______________________________________________________ Barbara Duganier Director, Buckeye Partners (NYSE: BPL), MRC Global (NYSE: MRC), HCC Insurance Holdings (NYSE: HCC) Panelists ________________________________________________________ William Gentry Lee, Jr., CFA President of Fayez Sarofim & Co. Director The Sarofim Group, UT Health Development, St. Johns School, The Carruth Foundation Sarah Teslik Senior Vice President Communications, Public Affairs and Governance, Apache Corporation

Program Speakers

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Roles Changing

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Outside Influence

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Proxy Pulse 2015

Proxy Access--- Seventy percent of more than 80 proxy access proposals voted on in the 2015 proxy season received a majority vote from shareholders, averaging 57%. This compares to 10 proposals during 2014 proxy season, with 30% attaining a majority. Sixty-one percent of institutional investors supported proxy access, whereas only 15% of retail investors supported proxy access. Say-on-Pay Ten percent of companies failed to attain the support of at least 70% of shares voted, compared to 13% that failed last season. Weak support for say-on-pay in one year can result in weak support for directors the following year. New rules from the SEC on the CEO pay-ratio disclosures, as well as anticipated rules on clawbacks on pay for performance disclosure, could impact say-on-pay voting in the future.

Proxy Pulse 2015

Director Elections 1,184 directors failed to garner more than 70% shareholder support in the 2015 proxy season, although average support for directors was 96%. 41% of the companies that had a director fail to attain majority support last season had a director fail to get majority support this proxy season. Share Ownership Institutional investors held 68% of the shares of US public companies but voted 87% of their shares. Retail investors held 32% this season, but vote a low percentage of their shares. 97 billion retail shares went unvoted during the 2015 proxy season, which is just over 22% of street shares outstanding. Director Communications with Investors The extent of board-shareholder engagement has continued to rise in 2015, and many boards are adopting policies and procedures governing such communications. Sixty-nine percent of directors surveyed now say their board has direct communication with institutional investors, compared to 66% last year. Increasing number of directors (77%) believe that communicating with shareholders about compensation is appropriate. In 2013, approximately two-thirds felt that way.

Lipton & Vanguard Letter

. As activism moves in-house at major investors and the new paradigm becomes pervasive, the influence of the activist hedge funds and ISS and Glass-Lewis will shrink and will be replaced by the policies, evaluations and decisions of the major investors. While this will be a welcome relief from the short-termism imposed by the activist hedge funds, it raises a new fundamental questionhow will investors use their power? This remains to be seen. It is not likely that activism and short-termism will totally disappear, but Im comfortable that the influence of major investors will be more favorable to shareholders generally and to the Nations economy and society, than the self-seeking personal greed of hedge fund activists. - Martin Lipton

Attendee Poll Results

30% of boards faced any activity (inquiry, challenge, action) by activists in the last 12 months.

Attendee Poll Results

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Attendee Poll Results

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Thank you for attending!

To download materials from this program, please visit http://texastricities.nacdonline.org/Resources/meeting.cfm

To get involved with the NACD Texas TriCities Chapter, please contact our Chapter Administrators:

Julie Pitts, Executive Director, julie@nacdttc.org | 713-459-8104 cell Becky White, Chapter Administrator, becky@nacdttc.org | 832-444-2431 cell

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