National Fuel Gas
Board of Directors
The Nominating/Corporate Governance Committee (“Committee”) is a committee of the Board of Directors (the “Board”) of National Fuel Gas Company (the “Company”).
The Committee shall consist of no fewer than three members. Each member of the Committee shall meet (i) the independence requirements of the New York Stock Exchange, as they may be amended from time to time, and any other applicable laws, rules and regulations governing independence, and (ii) the requirements of the Company’s Corporate Governance Guidelines. All members of the Committee will be appointed by the Board and shall serve at the discretion of the Board.
The purpose of the Committee is (i) to identify individuals qualified to become members of the Board, consistent with any criteria approved by the Board, and to select, or to recommend that the Board select, the director nominees for the next annual meeting of shareholders; (ii) to develop and recommend to the Board a set of corporate governance principles applicable to the Company; and (iii) to oversee the evaluation of the Board.
To carry out its purpose, the Committee will have the following responsibilities.
A. Compliance with Laws. Perform activities required of Nominating/Corporate Governance Committees by applicable law, rules or regulations, including any applicable rules of the Securities and Exchange Commission or the New York Stock Exchange.
B. Director Selection Criteria. Develop and recommend to the Board criteria for selecting new director nominees, which shall reflect at a minimum all applicable laws, rules, regulations and listing standards, as well as a potential candidate’s necessary experience, areas of expertise, integrity, degree of commitment and other factors relevant to the overall Board composition.
C. Nominations. Identify candidates believed to be qualified to become Board members, and recommend to the Board that such candidates be appointed to fill Board vacancies and/or nominated to be elected to the Board at the next annual shareholders meeting or, if applicable, at a special meeting of shareholders. The Committee shall also evaluate unsolicited nominations for Board membership, including individuals nominated by shareholders, in accordance with criteria developed by the Committee and accepted by the Board.
D. Oversight of the Evaluation of the Board. Oversee the evaluation of the Board.
E. Corporate Governance. Take a leadership role in shaping the corporate governance of the Company, including developing and recommending to the Board a set of corporate governance principles and practices applicable to the Company, including the Corporate Governance Guidelines, and, at least once a year, review those principles and practices and recommend to the Board any revisions the Committee deems necessary or desirable.
F. Authority to Retain Experts. Exercise sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting and other advisors as the Committee deems necessary to carry out its functions, and to pay such advisors.
G. Regular Meetings and Board Reports. Meet at least twice per year, and regularly report to the Board on the Committee’s activities.
H. Charter Review. On an annual basis, review the adequacy of this Nominating/Corporate Governance Committee Charter (“Charter”) and recommend to the Board any modifications to the Charter which the Committee deems appropriate, for approval by the Board.
I. Delegation to Subcommittees. Delegate any of the Committee’s responsibilities to subcommittees as the Committee may deem appropriate.
The Committee shall conduct and present to the Board an annual performance evaluation of the Committee.