2012 American Coalition for Ethanol Conference Presented by: Ty Inglis, CPA & Jim Seurer, CEO Board Governance & Committee Structure

Group Discussion How effective is your board? Are there areas of improvement? What topics do you want to address, today? 2

Source: Great Companies Deserve Great Boards, Beverly Behan Eight Components That Impact Board Effectiveness

Board Composition Skills – Experience – Background Diversity of perspectives Orientation Source: Great Companies Deserve Great Boards, Beverly Behan 4

Building Trust GLE Trust Building Principles: “The Whole Truth and Nothin’ But the Truth…” Admit mistakes early Share information Constant communication Board vs. management roles Board works thru CEO 5

Developing Team Effectiveness Recognize importance of team-building Board only events to build camaraderie Strategic planning session includes informal time 6

Board Information Danger of data overload Quality of discussion is proportional to quality of information 7

Board as Thought Partner Genesis for committee structure Access knowledge base Builds trust and engagement High degree skill, success & experience Board contribution = Strong team 8

Board Agendas & Meetings Packed agendas Little meaningful dialogue on key issues Regulatory/compliance vs. strategy/succession Source: Great Companies Deserve Great Boards, Beverly Behan 9

Board Information & Meeting Preparation Board Packets Financial & production related Sent out 5-7 days prior to the meeting Do not include confidential information Numbered, handed out for review, collected after discussion Meeting preparation varies 10

Board Leadership How effective are the meetings run? Drawing out different perspectives Director performance Source: Great Companies Deserve Great Boards, Beverly Behan 11

Board Education Initial orientation Speakers on board roles Board responsibilities Governance best practices Business partners Industry news 12

Board Committees Are they necessary? What is the interaction between the board and the committee? Source: Great Companies Deserve Great Boards, Beverly Behan 13

GLE Committees & Communication Risk management – bi-weekly Finance – monthly Tech & Ops - monthly Governance – monthly Executive – as needed Salary & benefits – as needed 14

Board Dynamics What is the climate of your board room? Is it inspiring or dynamic? Are board members candid or cautious? Source: Great Companies Deserve Great Boards, Beverly Behan 15

Board Management Relationship Is the relationship characterized by candor and mutual respect? Is management comfortable sharing bad news and tough issues? Is the board utilized as a thought partner? Does the board micro-manage? Source: Great Companies Deserve Great Boards, Beverly Behan 16

Board Member Expectations Contribute Engagement Straight forward insights Set aside personal agendas Challenge management & other board members “Agree to Disagree” (professionalism) 17

Board Processes How does the board engage in oversight and decision making? Corporate strategy Risk Succession planning CEO evaluation Source: Great Companies Deserve Great Boards, Beverly Behan 18

GLE Strategic Planning Annual, 2-day session includes: 1 st Day = Board & CEO discusses human capital 2 nd Day = Board, CEO & senior management Develop strategic priorities Management develops action steps Strategic plan approved at future board meeting 19

CEO Evaluation Process Focus: Strategic objectives & individual goals Company performance considerations CEO self assessment Individual board member evaluations Establishment of new goals Evaluation of past objectives 20

Components of Effective Board Basic principles Engagement Upstanding character Honesty, even if bad news Egos & personal agendas in check Integrity is critical Listen! 21

Thank You Ty Inglis, CPAJim Seurer PartnerCEO