National Fuel Gas
Board of Directors
Audit Committee Charter
The Audit Committee (“Committee”) is a committee of the Board of Directors (“Board”) of National Fuel Gas Company (“Company”). Its primary function is to assist the Board in fulfilling its oversight responsibilities.
A. The Committee shall be appointed by the Board and shall be comprised of not less than three members of the Board where at least one Committee member has accounting or related financial management expertise as the Board interprets in its business judgment. The Board, in its discretion, may remove a member of the Committee.
B. Each member of the Committee shall meet the requirements of the New York Stock Exchange listing standards (the “Listing Standards”), and all other applicable laws and regulations, with respect to audit committees, including Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (“Act”), and the rules and regulations of the Securities and Exchange Commission (“Commission”), as they may become applicable from time to time, as well as the requirements of the Company’s Corporate Governance Guidelines.
C. No member of the Committee may serve on the audit committees of more than three public companies, including the Company, unless the Board has determined that such simultaneous service would not impair the ability of such member to serve effectively on the Committee.
The Committee shall provide assistance to the Board in fulfilling its oversight responsibility to the shareholders, potential shareholders, and investment community relating to the integrity of the Company’s financial statements, the independent auditors’ qualifications and independence, the Company’s compliance with legal and regulatory requirements, and the performance of the Company’s internal audit function and independent auditors. The Committee shall also prepare an audit committee report required by the Commission’s proxy rules to be included in the Company’s annual proxy statement.
The Committee shall perform all duties required by the Listing Standards, the Act and any other applicable laws and regulations. The following shall be the principal recurring processes of the Committee in carrying out its oversight responsibilities.
A. Oversight of Company’s Relationship with the Independent Auditors
(1) Directly appoint, retain, compensate, evaluate, terminate and oversee the work of the independent auditors for the purpose of preparing or issuing an audit report or other related work.
(2) Pre-approve all audit and non-audit services to be provided to the Company by the independent auditors, including the adoption by the Committee of any policies and procedures detailing services that the independent auditors are permitted to provide to the Company without specific advance approval by the Committee (of which services the Committee shall be informed at its next meeting), except that the Committee’s pre-approval for non-audit services is not required to the extent such non-audit services meet the de minimus exception requirements of Section 10A(i)(1)(B) of the Act. The Committee may delegate to one or more designated Committee members the authority to grant pre-approvals, provided that the decisions of any member to whom authority is delegated shall be presented to the Committee at its next meeting.
(3) Ensure that the lead audit partners assigned by the independent auditor, as well as the audit partner responsible for reviewing the Company’s audit and all other audit partners assigned by the independent auditor shall be rotated at appropriate intervals in compliance with applicable laws, rules and regulations.
(4) Review and evaluate, at least annually,
(a) The qualifications, performance, and independence of the independent auditors;
(b) A report by the independent auditor describing the independent auditor’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with any such issues; and
(c) A report by the independent auditor describing all relationships between the independent auditors and the Company, in order to assess the independent auditors’ independence.
(5) Set clear policies for the hiring of employees or former employees of the Company’s independent auditors.
B. Financial Statement and Disclosure Matters
(1) Review and discuss with management and the independent auditors the annual audited financial statements and quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
(2) Discuss the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and to rating agencies. This may be done generally (i.e., discussion of the types of information to be disclosed and the type of presentation to be made). The Committee need not discuss in advance each earnings release or each instance in which the Company may provide earnings guidance.
(3) Discuss policies with respect to risk assessment and risk management in order to govern the process by which the Company’s exposure to risk is handled.
(4) Review with management its evaluation of the Company’s internal control structure and procedures for financial reporting and review periodically management’s assessment about the effectiveness of such internal controls and procedures, including any significant deficiencies in, or material non-compliance with such controls and procedures.
(5) Review and discuss periodically with the independent auditors:
(a) All critical accounting policies and practices used.
(b) All alternative accounting treatments of financial information within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, including:
(i) Ramifications of the use of such alternative disclosures and treatments; and
(ii) The treatment preferred by the independent auditors.
(c) Other material written communications between the independent auditors and management, such as any management letter.
(6) Review with the independent auditors any audit problems or difficulties and management’s response.
C. Internal Controls and Internal Audit
(1) Receive and review a disclosure from the Chief Executive Officer and Chief Financial Officer during their certification process for the 10-K and 10-Qs regarding:
(a) Any significant deficiencies in design or operation of internal controls or material weaknesses therein, and
(b) Any fraud, whether or not material, involving management or other employees who have a significant role in the Company’s internal controls.
(2) Review with the independent auditors, the Company’s internal auditor, and financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Company, and elicit any recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable.
(3) Review the internal audit functions of the Company including the proposed audit plans for the coming year and the coordination of such plans with the independent auditors.
D. Compliance Programs. Review the procedures established to monitor and ensure compliance with the Company’s Code of Business Conduct and Ethics and review management’s response to any material violation of the Policy.
E. Outside Advisors. The Committee, in discharging its oversight role, is authorized to investigate any other matter brought to its attention within the scope of its duties, including engaging outside legal and other advisors as the Committee determines necessary to carry out its duties.
F. Funding. The Committee shall be provided adequate funding, as determined by the Committee, for payment of compensation to the independent auditor, any advisors engaged by the Committee under Paragraph E, and ordinary administrative expenses necessary or appropriate to carry out its duties.
G. Complaint Procedures. Establish procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, including procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
(1) Meet as often as may be deemed necessary or appropriate in the Committee’s judgment, at least quarterly each year, and at such times and places as the Committee shall determine.
(2) Meet separately and periodically with management, the internal auditors and the independent auditors and discuss any matters they wish to bring to the Committee’s attention.
(3) Report regularly to the Board and review with the Board any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and idependence of the Company’s independent auditors, or the performance of the internal audit function.
(4) Review and assess the adequacy of this Charter on an annual basis and recommend any proposed changes, as the Committee deems appropriate, to the Board for approval.
Conduct and present to the Board an annual performance evaluation of the Committee.