Solaris is committed to conducting its business with the highest legal and ethical standards. Our reputation for integrity and fair dealing is vitally important in building and retaining trust amongst all our stakeholders. To support accountability, Solaris has appointed an ESG Governance Committee to oversee measurement, reporting and compliance of ESG metrics that are regularly made publicly available.

Corporate Governance

Board Composition and Committees

Solaris’ Board consists of 8 directors, of which 6 are non-employee, independent directors and in March 2019 a Lead Independent Director was appointed. The Board of Directors also maintains 3 committees comprised of entirely independent directors - the Audit Committee, Compensation Committee and Nominating and Governance Committee. More information about our Board and committees can be found below and in our 2019 Proxy

Note: As of September 30, 2019

NAMEAUDIT COMMITTTEECOMPENSATION COMMITTEENOMINATING & GOVERNANCE COMMITTEE
Edgar R. GiesingerChairman Member
F. Gardner Parker*MemberChairman 
A. James TeagueMemberMember 
W. Howard Keenan, Jr.  Member
James R. Burke  Chairman
Ray N. Walker, Jr. Member 

* Lead Independent Director

Committee Charter Documents
Audit Committee Charter
Compensation Committee Charter
Nominating and Governance Committee Charter

Communication with the Board 
Interested parties are provided the ability to contact  the Board, or the non-management Directors as a group, at the following address: 

Board of Directors or Non-Management Directors
c/o Solaris Oilfield Infrastructure, Inc.
9811 Katy Freeway Suite 700
Houston, Texas 77024

Communications may also be sent to individual Directors at the above address. Communications to Directors are reviewed and referred in compliance with the Company’s Corporate Governance Guidelines to the addressee to the extent appropriate.

Executive Compensation
We are currently considered an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. In accordance with such rules, we are required to provide a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year End Table in our proxy statement, as well as limited narrative disclosures regarding executive compensation for our last completed fiscal year. These tables and further information are available starting on page 19 of our 2019 Proxy

Business Ethics And Compliance

One of our core values is to operate with integrity, fairness and transparency. Our Board, management and employees are also expected to abide by our CORPORATE CODE OF BUSINESS CONDUCT AND ETHICS, and our Employee Handbook is also provided to all employees. 

Solaris provides employees and the public the ability to report violations of the Company’s Code, policies or law as well as ethical violations anonymously. Our anonymous whistleblower hotline is available anytime by phone at:

USA: 800-916-7037
Para Español: 855-765-7249
En Français: 877-591-3211
Canada: 800-916-7037
UK: 800-652-3673
Germany: 800-180-2137
France: 080-091-4677
China: 400-120-0690
Japan: 053-112-2792

Web-based reports can also be made on our website at: https://ir.solarisoilfield.com/information-request/faqs

Anti-Hedging Policy

Solaris specifically prohibits its employees from engaging in any hedging transactions involving Company securities or initiating any “short sale” of Company securities. 

Supplier Code of Conduct

Directors, officers and employees associated with enterprises not controlled by Solaris, including vendors, suppliers and contractors, must be guided in their conduct by provisions in our CODE OF CONDUCT. Such persons must attempt to influence those enterprises to conduct their activities in conformity with all applicable laws and this Code and must report violations of this Code to the Company’s Chief Administrative Officer or General Counsel, as applicable.

Oversight of the Solaris ESG Program

Solaris has appointed an internal ESG Committee consisting of our Chief Administrative Officer, who is also a board member, our Chief Legal Officer and our Senior Vice President of Finance and Investor Relations as its members. The goal of the ESG Committee is to understand the relevant ESG issues and propose ideas to both management and the Board for ESG factor integration into our everyday operations. The Committee is also responsible for oversight in ensuring the appropriate ESG metrics for our business are measured and shared so that we can maximize transparency with all our stakeholders.