Director Attendance at Annual Meeting
Our policy is that directors attend the annual meeting of shareholders each year. All directors, who were directors on the date of last
years annual meeting of shareholders, attended last years annual meeting of shareholders in person or by phone.
Communications with Our Board
Our Board of Directors has unanimously approved a process for shareholders to send communications to the Board and individual directors.
Shareholders and other interested persons may communicate with the full Board of Directors, a specified committee of our Board, the non-management directors or a specified individual member of our Board
including the Lead Director in writing by mail c/o NewMarket Corporation, 330 South Fourth Street, Richmond, Virginia 23219, Attention: Chief Legal Officer. All communications will be forwarded to our Board of Directors, the specified committee of
our Board or the specified individual director, as appropriate. We screen all regular mail for security purposes.
Board
Leadership Structure
Currently, Thomas Gottwald, our Chief Executive Officer, serves as the Boards Chairman. Thomas Gottwald
succeeded Bruce Gottwald as Chairman who served in that role from June 2001 through July 2014 and continues to serve as a non-employee director of the company. Patrick D. Hanley currently serves as the
Boards Lead Director.
The Board has no policy with respect to the separation of the offices of Chairman and the Chief Executive
Officer. The Boards decision to combine the roles by appointing our current Chief Executive Officer as Chairman was based on the companys historic success in having Bruce Gottwald, the Chief Executive Officer of Ethyl Corporation
(NewMarkets predecessor) until 2001, serve as its Chairman. Thomas Gottwald has been serving as our President and Chief Executive Officer since 2004 and served in the same role at Ethyl Corporation from 2001 through 2004. As such, he brings to
the chairmanship extensive knowledge of our industry in general and the companys business in particular. The Board believes this leadership structure promotes the development of long-term strategic plans and facilitates the implementation of
such plans.
Under our current Corporate Governance Guidelines, if the Chairman position is held by the companys current Chief
Executive Officer, a Lead Director will be appointed by the independent directors. The Lead Director, among other things, works with the Chairman to set and approve agendas and schedules for Board meetings, serves as a liaison between the Chairman
and the non-employee directors, and presides at any meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors. Our Corporate Governance Guidelines
provide that independent directors will meet in executive session without management present at the time of each regular Board meeting and additionally as deemed appropriate or necessary.
The Board believes that this leadership structure helps provide a well-functioning and effective balance between strong company leadership, an
independent Lead Director and oversight by active, independent directors. For the above reasons, the Board of Directors believes the current leadership structure is appropriate for the company.
Boards Role in Risk Oversight
The companys management team is primarily responsible for the
day-to-day assessment and management of the companys risk exposure. The Board of Directors provides oversight in connection with these efforts, with a particular
focus on the most significant risks facing the company. The Board of Directors believes that full and open communication between the management team and the Board of Directors is essential for both effective risk management and for meaningful
oversight. To this end, the Board of Directors regularly meets with members of our senior management team to discuss strategies, key challenges, and risks and opportunities for the company. Management periodically presents to the Board of Directors
strategic overviews of the companys most significant issues, including risks affecting the company. The Board also believes that its current leadership structure enhances its ability to engage in risk oversight because of Thomas
Gottwalds understanding and insights of the material risks inherent in our business.
6