U.S. SILICA HOLDINGS, INC.
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS
Adopted on November 18, 2011
The members of the Board of Directors (the “Board”) of U.S. Silica Holdings, Inc. (“U.S. Silica” or the “Company”) acknowledge and accept the scope and extent of our duties as directors. We have a responsibility to carry out our oversight responsibility in the interests of all U.S. Silica stockholders, within the scope of our authority and consistent with our fiduciary duties and our governance documents. The Board has adopted this Code of Conduct for the Board of Directors (this “Code”) and, except as otherwise provided in the Certificate of Incorporation of the Company, our directors are expected to adhere to the standards that follow:
Members of the Board will:
A director who has concerns regarding compliance with this Code should raise those concerns with the Chair of the Audit Committee, who will determine what action shall be taken to deal with the concern. In the extremely unlikely event that a waiver of this Code or any other applicable Company policy for a director would be in the best interest of the Company, it must be approved by the disinterested members of the Board and disclosed promptly as required by law.
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