GOVERNANCE AND NOMINATING COMMITTEE CHARTER


Function

 The Governance and Nominating Committee of the Board of Directors (the “Committee”) is charged with the responsibility of the oversight of the composition of the Board and its committees, identification, evaluation and recommendation of individuals to become Board members, evaluation and recommendation of non-employee directors’ compensation, evaluation of and recommendation to the Board of corporate governance practices, and coordination of performance evaluations of the Board and its committees.  The Committee shall also be responsible for oversight of the Second Amended and Restated EnergySouth, Inc. Non-Employee Directors Deferred Fee Plan.

Membership

The Committee and its Chairman shall be appointed annually by the Board. The Committee shall consist of at least three, but no more than five Directors, who shall be independent directors or otherwise qualified pursuant to rules and guidelines as set forth in applicable exchange listing agreements, the SEC, and federal or state legislation.

Duties and Responsibilities

The Committee shall:


• Develop and revise, as appropriate, Board membership criteria.

• Recommend the number of Directors to comprise the Board within the range established by the Bylaws of the Corporation.

• Evaluate and recommend nominees for election or re-election to the Board at annual meetings of stockholders and persons to fill vacancies that may occur between annual meetings of stockholders.

• Determine the independence of Directors pursuant to rules and guidelines as set forth in applicable exchange listing agreements, the SEC, and federal or state legislation.

• Recommend to the Board removal of a Director where appropriate.

• Review and recommend membership on committees of the Board at least annually and from time to time review the stated responsibilities of the Board’s committees.

• Review the Corporation’s corporate governance practices as needed and recommend any changes to the Board.

• Review total compensation for non-employee directors at least annually and recommend any changes to the Board.

• Establish and review with management appropriate Director education and new Director orientation programs.

• Make disclosures or reports (including publication of this Charter) with respect to the Committee or its areas of responsibility pursuant to applicable laws, rules and regulations.

• Perform any other activities the Committee deems appropriate, or as requested by the Board, consistent with this Charter, the Bylaws of the Corporation and applicable laws, rules and regulations.

 

Evaluations

The Committee will set evaluation criteria for its performance and conduct at least bi-annually. The Committee is responsible for a performance evaluation of the Board at least bi-annually and for assuring, at least bi-annually, that each committee of the Board performs a performance evaluation and reports that evaluation to the Committee.


Meetings

The Committee shall meet at such times as deemed appropriate by the Chairman of the Committee or any two members of the Committee. A quorum for the transaction of any business by the Committee shall be a majority of the members of the Committee. The act of a majority of the members serving at any meeting of the Committee at which a quorum is present shall be the act of the Committee. The Committee shall meet in executive session as it deems appropriate.

Minutes of Committee meetings shall be maintained and the Committee shall make regular reports to the Board.