2003 Committee Charter : ATG

The Nominating and Corporate Governance Committee (the "Committee") of AGL Resources
Inc., a Georgia corporation (the "Company"), is a committee of the Board of Directors of the
Company, the composition and responsibilities of which are described in this Nominating and
Corporate Governance Committee Charter ("Charter").
The Committee shall have the responsibilities described in detail below. Two of the
Committee's primary responsibilities shall be as follows:
First, the Committee shall be responsible for identifying individuals qualified to serve on the
Board of Directors and to recommend director nominees for selection by the full Board of
Directors or shareholders of the Company in accordance with the Company's certificate of
incorporation and bylaws and with Georgia law.
Second, the Committee shall be responsible for evaluating the Company's corporate governance
policies, developing for adoption by the Board of Directors a set of formal, written guidelines for
corporate governance and periodically re-evaluating such policies and guidelines for the purpose
of suggesting improvements to them if appropriate.
I. Composition
In accordance with Article III of the Bylaws of the Company, the Board of Directors, by
resolution adopted by a majority of the whole Board of Directors, may designate a Nominating
and Corporate Governance Committee. The Committee shall consist of four (4) or more
Directors. The Committee shall be composed entirely of independent, non-employee Directors of
the Company, in accordance with applicable rules and regulations.
The members of the Committee shall serve at the pleasure of the Board of Directors or until their
successors shall be duly designated. Vacancies in the Committee shall be filled by action of the
Board of Directors based on recommendations by the Executive Committee.
II. Responsibilities
The Nominating and Corporate Governance Committee, subject to approval by the entire Board
of Directors, where appropriate, shall:
  • Conduct an annual evaluation of its performance. Additionally, the Committee shall conduct
    an annual evaluation of the Board's performance, which evaluation shall include a written
    questionnaire for completion by each director.
  • Conduct an annual evaluation of the independence of each Board member and the effect of
    any relationships that might impair independence and make a recommendation to the Board
    with respect to each Board member's independence.
    Board Nominees
  • Recommend to the Board, and aid in attracting, qualified candidates to stand for election as
    directors. All candidates must be natural persons who have attained the age of 18 years,
    must own at least 100 shares of the common stock of the Company and need not be residents
    of the State of Georgia.
  • Review, at least annually, the appropriate skills and characteristics of Board members in the
    context of the then current make-up of the Board. This assessment should include issues of
    diversity, age, business or professional background, financial literacy and expertise,
    availability and commitment, independence and other criteria that the Committee and Board
    find to be relevant. A diversity of skills, background and experience is desirable.
  • Evaluate a candidate's independence and the effect of any relationships that might impair
    independence (e.g., business, financial or family relationships with the Company's
    management or other service providers) as well as make a recommendation to the Board with
    respect to each such candidate's independence.
  • Determine, from time to time, the advisability of retaining any search firm or consultant to
    assist in the identification and evaluation of candidates for membership on the Board of
    Directors, with the sole authority to retain and terminate any such search firm or consultant,
    including sole authority to approve the fees to be paid to such firm or consultant and all other
    retention terms.
    Board Member Education
  • The Committee, along with management, shall develop and maintain a director orientation
    program for new Board members.
  • The Committee, along with management, shall arrange for appropriate educational programs
    for directors on an ongoing basis. Such programs may include:
    presentations regarding the role and operation of the Board and Board members'
    information about the industries in which the Company participates and about the
    Company's business and operations;
    presentations by the Chief Financial Officer or other senior financial officer
    regarding the state of the Company's financial health;
    meetings with senior management; and
    visits to Company facilities.
    Election of Executive Officers
    Recommend to the Board for election the executive officers of the Company.
    Corporate Governance
  • The Committee is also responsible for evaluating, formulating and recommending to the full
    Board of Directors corporate governance policies designed to improve the Board's
    performance in its oversight function.
  • The Committee shall, from time to time, review the governance structures and procedures of
    the Company and suggest improvements thereto. Such improvements, if adopted by the full
    Board of Directors, shall be incorporated into the written guidelines.
    III. Reporting
    The Committee shall keep written minutes of each meeting, which shall set forth the
    Committee's actions as required by the Committee Charter, and shall be duly filed in the
    Company's records. Reports of meetings of the Committee shall be made to the Board of
    Directors at its next regularly scheduled meeting, following the Committee meeting,
    accompanied by any recommendations to the Board of Directors approved by the Committee.