Commentary on this conference call may contain forward-looking statements within the meaning of the federal securities laws. National Fuel Gas Company (the “Company”) is providing this cautionary statement to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company.

Forward-looking statements include, without limitation, statements regarding future prospects, plans, objectives, goals, projections, estimates of oil and gas quantities, strategies, future events or performance and underlying assumptions, capital structure, anticipated capital expenditures, completion of construction projects, projections for pension and other post-retirement benefit obligations, impacts of the adoption of new accounting rules, and possible outcomes of litigation or regulatory proceedings, as well as statements that are identified by the use of the words "anticipates," "estimates," "expects," "forecasts," "intends," "plans," "predicts," "projects," "believes," "seeks," "will," "may" and similar expressions. All forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are expressly qualified by these cautionary statements. Forward-looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, but there can be no assurance that management's expectations, beliefs or projections will result or be achieved or accomplished.

In addition to other factors, the following are important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward-looking statements:

  1. Delays or changes in costs or plans with respect to Company projects or related projects of other companies, including difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators;
  2. Governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design and retained natural gas), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal;
  3. Impairments under the SEC’s full cost ceiling test for natural gas and oil reserves;
  4. Changes in the price of natural gas or oil;
  5. Financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures and other investments, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions;
  6. Factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas and oil reserves, including among others geology, lease availability, title disputes, weather conditions, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations;
  7. Changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing;
  8. Changes in price differentials between similar quantities of natural gas or oil at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations;
  9. Other changes in price differentials between similar quantities of natural gas or oil having different quality, heating value, hydrocarbon mix or delivery date;
  10. The cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company;
  11. Uncertainty of oil and gas reserve estimates;
  12. Significant differences between the Company’s projected and actual production levels for natural gas or oil;
  13. Changes in demographic patterns and weather conditions;
  14. Changes in the availability, price or accounting treatment of derivative financial instruments;
  15. Changes in economic conditions, including global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services;
  16. The creditworthiness or performance of the Company’s key suppliers, customers and counterparties;
  17. Economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities, acts of war, cyber attacks or pest infestation;
  18. Significant differences between the Company’s projected and actual capital expenditures and operating expenses;
  19. Changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities;
  20. Increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; or
  21. Increasing costs of insurance, changes in coverage and the ability to obtain insurance.

Forward-looking statements include estimates of oil and gas quantities. Proved oil and gas reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible under existing economic conditions, operating methods and government regulations. Other estimates of oil and gas quantities, including estimates of probable reserves, possible reserves, and resource potential, are by their nature more speculative than estimates of proved reserves. Accordingly, estimates other than proved reserves are subject to substantially greater risk of being actually realized.

Any forward-looking statements contained in this conference call speak only as of the date of this call. The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date of this conference call. Investors are urged to consider closely the disclosure in our Form 10-K and Forms 10-Q, available at www.nationalfuelgas.com. You can also obtain these forms on the SEC’s website at www.sec.gov.

By clicking “Accept” below, you acknowledge the above.

committee-charters
committee charters

The Audit, Compensation and Nominating/Corporate Governance Committees are committees of the Board of Directors of National Fuel Gas Company. Each committee has a charter, available below, which details its responsibilities on behalf of the Board.

Amended as of June 9, 2016

  1. Organization
  2. Membership of the Committee
  3. Committee's Purpose
  4. Committee's Authority and Responsibilities
  5. Annual Performance Evaluation

I. Organization

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.

II. Membership of the Committee

  1. The Committee shall be appointed by the Board and shall consist of no fewer than three members of the Board where at least one Committee member has accounting or related financial management expertise as the Board interprets such requirement in its business judgment.
  2. 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 (the "Commission"), as they may become applicable from time to time, as well as the requirements of the Company's Corporate Governance Guidelines and any additional requirements that the Board deems appropriate.
  3. 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. Any such determination must be disclosed on or through the Company's website or in its annual proxy statement. If this disclosure is made on or through the Company's website, the Company must disclose that fact in its annual proxy statement and provide the website address.
  4. The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.
  5. Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board.

III. Committee's Purpose

The Committee shall provide assistance to the Board in fulfilling its oversight responsibility 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 the disclosure required by Item 407(d)(3)(i) of the Commission’s Regulation S-K, which sets forth information to be stated by the Committee in the Company's annual proxy statement, and review transactions between the Company and related persons which are required to be disclosed under Commission rules.

IV. Committee's Authority and Responsibilities

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. In carrying out its duties and responsibilities, the Committee's policies and procedures should remain flexible, so that it may be in a position to best address, react or respond to changing circumstances or conditions.

  1. 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 performing other audit, review or attest services for the Company, and such firm must report directly to the Committee.
    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 the Commission's rules and regulations. 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 any other audit partners required to be rotated, shall be rotated at appropriate intervals in compliance with applicable laws, rules and regulations.
    4. Review and evaluate, at least annually,
      1. The annual engagement letter with the Company's independent auditors, including the proposed fees contained therein;
      2. The annual audit plan of the independent auditors, including the timing and scope of audit activities, and monitor such plan's progress and results during the year;
      3. The qualifications, performance, and independence (including but not limited to the independence requirements associated with any auditor’s compensation) of the independent auditors, including the lead partner;
      4. 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
      5. A report by the independent auditor describing all relationships between the independent auditors and the Company (including a description of each category of services provided by the independent auditors to the Company and a list of the fees billed for each such category), 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.
  2. Financial Statement and Disclosure Matters
    1. Review and discuss with management and the independent auditors the following:
      1. 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", and any major issues related thereto;
      2. Major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies;
      3. Any analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative generally accepted accounting principles methods on the Company's financial statements; and
      4. The effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company.
    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 guidelines and policies governing the process by which management of the Company assesses and manages the Company's exposure to risk. The discussion should include the Company’s major financial risk exposures, and the steps management has taken to monitor and control such exposures.
    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 with appropriate consultation of management:
      1. All critical accounting policies and practices used.
      2. 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:
        1. Ramifications of the use of such alternative disclosures and treatments; and
        2. The treatment preferred by the independent auditors.
      3. Other material written communications between the independent auditors and management, such as any management letter.
    6. Receive periodic reports from the Company's independent auditors, with appropriate consultation of management, to assess the impact on the Company of significant accounting or financial reporting developments that may have a bearing on the Company.
    7. Review with the independent auditors any audit problems or difficulties and management's response, and resolve all disagreements between the Company's independent auditors and management regarding financial reporting.
    8. Review and, if appropriate, approve or ratify any transaction between the Company and a related person which is required to be disclosed under the rules of the Commission. For purposes of this requirement, the terms "transaction" and "related person" have the meaning contained in Item 404 of Regulation S-K. In the course of its review of a transaction, the Committee shall consider:
      • the nature of the related person’s interest in the transaction;
      • the material terms of the transaction;
      • the significance of the transaction to the related person;
      • the significance of the transaction to the Company;
      • whether the transaction would affect the independence of a director; and
      • any other matters the Committee deems appropriate.
    9. The Committee shall approve or ratify only those transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders, as the Committee determines in good faith.

      Any member of the Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the Committee which considers the transaction.

  3. Internal Controls and Internal Audit
    1. Receive and review a disclosure from the Chief Executive Officer and Principal Financial Officer during their certification process for the Form 10-K and Form 10-Qs regarding:
      1. Any significant deficiencies in the design or operation of internal controls or material weaknesses therein, and
      2. 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 audit function, 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 function of the Company including the performance appraisal of the Chief Auditor. Review and approve the internal audit function’s charter, its annual budget and associated resources, its annual risk-based audit plan and any significant changes to that plan as well as any coordination of that plan with the independent auditors.
    4. Review the appointment, retention and any dismissal of the Chief Auditor.
  4. Miscellaneous
    1. Prepare the disclosure required by Item 407(d)(3)(i) of the Commission’s Regulation S-K.
    2. Establish and maintain free and open means of communication between and among the Committee, the Company's independent auditors, the Company's internal audit function and management, including providing such parties with appropriate opportunities to meet separately and privately with the Committee on a periodic basis.
  5. Compliance Programs. Review the procedures established to monitor and ensure compliance with the Company's Code of Business Conduct and Ethics (the "Code") and review management's response to any material violation of the Code. Administer the Code as it relates to the Company's directors and executive officers.
  6. Investigations and Outside Advisors. The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities and is authorized to investigate any other matter brought to the Committee's attention within the scope of its duties. The Committee may secure independent advice to the extent it determines appropriate, including engaging outside legal, accounting and other advisors as the Committee determines appropriate to carry out its duties, the costs of such advisors to be borne by the Company.
  7. Funding. The Committee shall be provided appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor, any advisors engaged by the Committee under Paragraph F, and ordinary administrative expenses necessary or appropriate to carry out its duties.
  8. 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.
  9. Meetings
    1. Meet as often as may be deemed necessary or appropriate in the Committee's judgment (but no less than quarterly), and at such times and places as the Committee shall determine.
    2. The chairperson of the Committee shall preside at all meetings of the Committee. He shall determine the agenda for all Committee meetings with the assistance of the Committee members. Each Committee member shall be entitled to suggest the inclusion of items on the agenda, with the final determination of the agenda to be made by the chairperson of the Committee. The chairperson of the Committee shall also determine the timing and length of the meetings, and the time devoted to each topic on the agenda. All procedural matters with respect to the conduct of Committee meetings shall be determined by the chairperson of the Committee, including whether any individuals other than Committee members shall be invited to attend and/or participate in all or any portion of any meetings, and the conditions of such individuals’ attendance and/or participation.
    3. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.
    4. The Committee may act by unanimous written consent as described in the Company’s By-Laws.
    5. The Committee shall maintain minutes of its meetings and records relating to those meetings.
    6. 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.
  10. Reporting to the Board. 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 independence of the Company's independent auditors, or the performance of the internal audit function.
  11. Review of Charter. 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.

V. Annual Performance Evaluation

The Committee shall conduct and present to the Board an annual performance evaluation of the Committee.


*   *   *

While the Committee has the duties and responsibilities set forth in this Charter, the Committee is not responsible for preparing or certifying the financial statements, for planning or conducting the audit or for determining whether the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles.

In fulfilling their responsibilities hereunder, it is recognized that members of the Committee are not full-time employees of the Corporation, it is not the duty or responsibility of the Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Corporation from which it receives information and (ii) the accuracy of the financial and other information provided to the Committee, in either instance absent actual knowledge to the contrary.

Nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of the members of the Committee.

Amended as of June 13, 2013

  1. Organization
  2. Membership of the Committee
  3. Committee's Purpose
  4. Meetings of the Committee
  5. Committee's Authority and Responsabilities
  6. Role of CEO
  7. Annual Performance Evaluation

I. Organization

The Compensation Committee ("Committee") is a committee of the Board of Directors (the "Board") of National Fuel Gas Company (the "Company").  Any company or entity in which the Company directly or indirectly has an ownership interest of fifty percent (50%) or more is referred to herein as a "Subsidiary", collectively as "Subsidiaries."

II. Membership of the Committee

The Committee shall consist of no fewer than three members of the Board. Each member of the Committee shall (i) meet 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; (ii) qualify as a "non-employee director," as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934, as amended; (iii) qualify as an "outside director" as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder; (iv) meet the requirements of the Company's Corporate Governance Guidelines; and (v) meet any additional requirements the Board deems appropriate . All members of the Committee will be appointed by the Board and shall serve at the discretion of the Board. Any vacancy on the Committee shall be filled by majority vote of the Board.  No member of the Committee shall be removed except by majority vote of the Board.  The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.

III. Committee's Purpose

The Committee's purposes are:

  1. to exercise delegated authority of the Board regarding compensation of Executive Officers (as defined below) of the Company and its Subsidiaries;
  2. to make recommendations to the Board regarding compensation of directors of the Company;
  3. to exercise authority granted by various employee benefit plans approved by the Board and/or the Company's shareholders;
  4. to review and discuss with management the Company's compensation discussion and analysis ("CD&A") to be included in the Company's annual proxy statement or annual report on Form 10-K filed with the Securities and Exchange Commission ("SEC");
  5. to prepare the disclosure required by Item 407(e)(5) of the SEC's Regulation S-K, which sets forth information to be included under the caption "Compensation Committee Report" in the Company's annual proxy statement or annual report on Form 10-K; and
  6. to make recommendations to the Board on compensation-related matters.

IV. Meetings of the Committee

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less than twice annually.  The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

The chairperson of the Committee shall preside at all meetings of the Committee.  He shall determine the agenda for all Committee meetings with the assistance of the Committee members.  Each Committee member shall be entitled to suggest the inclusion of items on the agenda, with the final determination of the agenda to be made by the chairperson of the Committee.  The chairperson of the Committee shall also determine the timing and length of the meetings, and the time devoted to each topic on the agenda.  All procedural matters with respect to the conduct of Committee meetings shall be determined by the chairperson of the Committee, including whether any individuals other than Committee members shall be invited to attend and/or participate in all or any portion of any meetings, and the conditions of such individuals’ attendance and/or participation.

A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

The Committee may act by unanimous written consent as described in the Company's By-Laws.

The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.

V. Committee's Authority and Responsibilities

To carry out its purpose, the Committee shall also have the following responsibilities.

  1. Compliance with Laws. Perform activities required of Compensation Committees by applicable law, rules or regulations including the rules of the SEC and the New York Stock Exchange.
  2. Shareholder Delegated Authority. Exercise authority delegated by the Company's shareholders with respect to compensation plans. These include, but may not be limited to:
    1. the National Fuel Gas Company 1997 Award and Option Plan, as amended, including At Risk Awards;
    2. the National Fuel Gas Company 2007 Annual At Risk Compensation Incentive Plan, including At Risk Awards;
    3. the National Fuel Gas Company 2010 Equity Compensation Plan;
    4. the National Fuel Gas Company 2012 Annual At Risk Compensation Incentive Plan, including At Risk Awards; and
    5. the National Fuel Gas Company 2012 Performance Incentive Program.
  3. CEO Compensation. At least annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives and determine and approve the CEO's compensation level based upon this evaluation. In determining the long-term incentive component of CEO compensation, the Committee should consider all relevant factors, including the Company's performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies and the awards given to the Company's CEO in past years.
  4. Non-CEO Compensation.  After consultation with the CEO:
    1. Approve base salaries for individuals who have been designated by the Board as "officers" or "executive officers" for purposes of federal securities laws, including Section 16(b) of the Securities Exchange Act of 1934, as amended (collectively "Executive Officers"); and
    2. Approve cash bonuses to Executive Officers.
  5. Director Compensation. Regularly evaluate the level of compensation for Board and Committee service by non-employee directors and make recommendations regarding same to the Board.
  6. Other Compensation and Benefits
    1. Review the form of life insurance agreements made available to officers from time to time and, with the advice and counsel of the CEO, modify and supplement such agreements if it should deem such action appropriate; and
    2. Review the perquisites or other personal benefits made available to officers from time to time and modify and supplement such perquisites or other personal benefits if it should deem such action appropriate.
    3. Exercise the authority delegated by the Board under the National Fuel Gas Company Performance Incentive Program and the National Fuel Gas Company Executive Annual Cash Incentive Program.
  7. Recommendations. Make recommendations to the Board with respect to other compensation, including, but not limited to, incentive compensation plans and equity plans.
  8. Compensation Committee Report. Prepare the disclosure required by Item 407(e)(5) of the SEC's Regulation S-K.
  9. Severance and Termination Benefits. To review and recommend to the Board any severance or termination arrangements to be made with any Executive Officer of the Company.
  10. CD&A. To review and discuss with management the Company's CD&A, and based on that review and discussion, to recommend to the Board that the CD&A be included in the Company's annual proxy statement or annual report on Form 10-K.
  11. Process and Procedures Review.  To review the description of the Committee's processes and procedures for the consideration and determination of executive compensation to be included in the Company's annual proxy statement.
  12. Evaluation of Management. Oversee the evaluation of management.
  13. Regular Board Reports. Make regular reports to the Board, including reports on the matters discussed at any Committee meeting that has occurred, and any Committee action taken, since the previous Board meeting.
  14. Compensation Program Review.  Review from time to time with management and any consultants or advisors the adequacy and effectiveness of the compensation programs of the Company, and elicit any recommendations for the improvement of such programs or particular areas where new or different programs are desirable, and recommend that the Board amend, these programs if the Committee deems appropriate.
  15. Administrative Rules Review. Review from time to time and, as appropriate, amend the Committee's Administrative Rules regarding awards under various compensation plans administered by the Committee; ensure compliance with those Rules and review the Company management's response to any material violation of those Rules.
  16. Other Matters. Investigate any other matter brought to its attention within the scope of its duties. In addition, the Committee shall consider such other matters in relation to the compensation of the officers and employees of the Company and its Subsidiaries as the Committee may, in its discretion, determine to be advisable.
  17. Compensation Consultant. Exercise sole authority to retain and terminate any compensation consultant used to assist in the evaluation of director, CEO or officer compensation, including sole authority to approve the Consultant's fees and other retention terms, such fees to be borne by the Company.
  18. Authority to Retain Advisors. As deemed necessary or appropriate by the Committee in its sole discretion, retain or obtain the advice of compensation consultants, independent legal counsel or other advisors. The Committee shall be directly responsible for the appointment, compensation, oversight, evaluation and termination of the work of any compensation consultant, independent legal counsel or other advisor retained by the Committee. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a compensation consultant, independent legal counsel or any other advisor retained by the Committee. The Committee will inform the Board at least quarterly of any and all work done by such advisors.
    The Committee may select a compensation consultant, legal counsel or other advisor to the Committee only after taking into consideration all factors relevant to that person's independence from management, including the following:
    1. the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other advisor;
    2. the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other advisor, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other advisor;
    3. the policies and procedures of the person that employs the compensation consultant, legal counsel or other advisor that are designed to prevent conflicts of interest;
    4. any business or personal relationship of the compensation consultant, legal counsel or other advisor with a member of the compensation committee;
    5. any stock of the Company owned by the compensation consultant, legal counsel or other advisor; and
    6. any business or personal relationship of the compensation consultant, legal counsel, other advisor or the person employing the advisor with an executive officer of the Company;
  19. provided, however, that the Committee is not required to conduct the independence assessment with respect to (i) in-house legal counsel; and (ii) any compensation consultant, legal counsel or other advisor whose role is limited to (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees, or (b) providing information that either is not customized for a particular company or that is customized based on parameters that are not developed by the compensation consultant, and about which the compensation consultant does not provide advice.
    Nothing herein requires a compensation consultant, legal counsel or other advisor to be independent. The Committee may select or receive advice from any advisor, including advisors that are not independent, after considering the independence factors outlined herein.
  20. Delegation to Subcommittees. The Committee may form subcommittees and may delegate to such subcommittees such power and authority of the Committee as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.
  21. Charter Review. On an annual basis, review the adequacy of this Compensation Committee Charter ("Charter") and recommend to the Board any modifications to this Charter, which the Committee deems appropriate, for approval by the Board.

VI. Role of CEO

The CEO may make, and the Committee may consider, recommendations to the Committee regarding the Company's compensation and employee benefit plans and practices, including its executive compensation plans, its incentive-compensation and equity-based plans with respect to Executive Officers other than the CEO.

VII. Annual Performance Evaluation

The Committee shall conduct and present to the Board an annual performance evaluation of the Committee.


*   *   *

While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee.

Amended as of June 9, 2016

  1. Organization
  2. Membership of the Committee
  3. Committee's Purpose
  4. Meetings and Procedures of the Committee
  5. Committee's Authority and Responsibilities
  6. Annual Performance Evaluation

I. Organization

The Nominating/Corporate Governance Committee ("Committee") is a committee of the Board of Directors (the "Board") of National Fuel Gas Company (the "Company").

II. Membership of the Committee

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 ("NYSE"), as they may be amended from time to time, and any other applicable laws, rules and regulations governing independence, (ii) the requirements of the Company's Corporate Governance Guidelines and (iii) any additional requirements that the Board deems appropriate. All members of the Committee will be appointed by the Board and shall serve at the discretion of the Board. Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board. The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson.

III. Committee's Purpose

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 stockholders; (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.

IV. Meetings and Procedures of the Committee

The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities, but no less frequently than two times annually. The Committee, in its discretion, may ask members of management or others to attend its meetings (or portions thereof) and to provide pertinent information as necessary.

The chairperson of the Committee shall preside at all meetings of the Committee. He shall determine the agenda for all Committee meetings with the assistance of the Committee members. Each Committee member shall be entitled to suggest the inclusion of items on the agenda, with the final determination of the agenda to be made by the chairperson of the Committee. The chairperson of the Committee shall also determine the timing and length of the meetings, and the time devoted to each topic on the agenda. All procedural matters with respect to the conduct of Committee meetings shall be determined by the chairperson of the Committee, including whether any individuals other than Committee members shall be invited to attend and/or participate in all or any portion of any meetings, and the conditions of such individuals’ attendance and/or participation.

The Committee may form subcommittees and may delegate to such subcommittees such power and authority of the Committee as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Committee as a whole.

A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

The Committee may act by unanimous written consent as described in the Company’s By-Laws.

The Committee shall maintain minutes of its meetings and records relating to those meetings and shall report regularly to the Board on its activities, as appropriate.

V. Committee's Authority and Responsibilities

To carry out its purpose, the Committee will have the following responsibilities.

  1. 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 NYSE.
  2. 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, time availability, conflicts of interest and other factors that the Committee considers relevant to the overall Board composition.
  3. Nominations
    1. Identify and, if appropriate, interview, candidates believed to be qualified to become Board members, and, following a review of the background and qualifications of individuals being considered as director candidates, 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 stockholders meeting or, if applicable, at a special meeting of stockholders. The Committee shall also evaluate individuals proposed pursuant to the Company’s Corporate Governance Guidelines by stockholders owning at least five percent of the Company’s outstanding common stock, in accordance with criteria developed by the Committee and accepted by the Board.
    2. Review the suitability for continued service as a director of each Board member when his or her term expires and when he or she has a change in status, including but not limited to an employment change, and to recommend whether or not the director should be re-nominated.
    3. Recommend to the Board the director nominees for election by the stockholders or appointment by the Board, as the case may be, pursuant to the by-laws of the Company, which recommendations shall be consistent with criteria for selecting directors established by the Board from time to time.
  4. Oversight of the Evaluation of the Board and its Committees. Oversee and review the annual assessments of the Board and Board committees and determine if any additional evaluation is necessary. The Committee shall have the authority to elect to have any additional evaluation performed internally, or by an independent corporate governance expert, with the fees for such evaluation borne by the Company. The Committee shall report all evaluation results to the Board and make recommendations for areas which, in its judgment, require improvement.
  5. Board Composition and Procedures. Make recommendations concerning any aspect of the procedures of the Board that the Committee considers warranted, including but not limited to procedures with respect to the waiver by the Board of any Company rule, guideline, procedure or corporate governance principle.
  6. 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 guidelines, and, at least once a year, review those guidelines and recommend to the Board any revisions the Committee deems necessary or desirable. The Committee shall also consider any other corporate governance issues that arise from time to time and develop appropriate recommendations for the Board.
  7. 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, such fees to be borne by the Company. The Committee shall also have authority to obtain advice and assistance from internal or external legal, accounting and other advisors and to engage such outside advisors, with or without Board approval, as the Committee deems necessary to carry out its functions, and to direct the Company to pay such advisors.
  8. 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.

VI. Annual Performance Evaluation

The Committee shall conduct and present to the Board an annual performance evaluation of the Committee.


*   *   *

While the members of the Committee have the duties and responsibilities set forth in this Charter, nothing contained in this Charter is intended to create, or should be construed as creating, any responsibility or liability of members of the Committee.

Transfer Agent and Plan Administrator

Wells Fargo Shareowner Services

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    Wells Fargo Shareowner Services
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    St. Paul, MN 55164-0874
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Disclosure: Caution Concerning Forward-Looking Statements

National Fuel Gas Company is including the following cautionary statement in this corporate website to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company.

Forward-looking statements include, without limitation, statements regarding future prospects, plans, objectives, goals, projections, estimates of oil and gas quantities, strategies, future events or performance and underlying assumptions, capital structure, anticipated capital expenditures, completion of construction projects, projections for pension and other post-retirement benefit obligations, impacts of the adoption of new accounting rules, and possible outcomes of litigation or regulatory proceedings, as well as statements that are identified by the use of the words "anticipates," "estimates," "expects," "forecasts," "intends," "plans," "predicts," "projects," "believes," "seeks," "will," "may" and similar expressions. All forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are expressly qualified by these cautionary statements. Forward-looking statements involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.

The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, but there can be no assurance that management's expectations, beliefs or projections will result or be achieved or accomplished.

In addition to other factors and matters discussed elsewhere in this website, the following are important factors that, in the view of the Company, could cause actual results to differ materially from those discussed in the forward-looking statements:

  1. Delays or changes in costs or plans with respect to Company projects or related projects of other companies, including difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators;
  2. Governmental/regulatory actions, initiatives and proceedings, including those involving rate cases (which address, among other things, target rates of return, rate design and retained natural gas), environmental/safety requirements, affiliate relationships, industry structure, and franchise renewal;
  3. Impairments under the SEC’s full cost ceiling test for natural gas and oil reserves;
  4. Changes in the price of natural gas or oil;
  5. Financial and economic conditions, including the availability of credit, and occurrences affecting the Company’s ability to obtain financing on acceptable terms for working capital, capital expenditures and other investments, including any downgrades in the Company’s credit ratings and changes in interest rates and other capital market conditions;
  6. Factors affecting the Company’s ability to successfully identify, drill for and produce economically viable natural gas and oil reserves, including among others geology, lease availability, title disputes, weather conditions, shortages, delays or unavailability of equipment and services required in drilling operations, insufficient gathering, processing and transportation capacity, the need to obtain governmental approvals and permits, and compliance with environmental laws and regulations;
  7. Changes in laws, regulations or judicial interpretations to which the Company is subject, including those involving derivatives, taxes, safety, employment, climate change, other environmental matters, real property, and exploration and production activities such as hydraulic fracturing;
  8. Changes in price differentials between similar quantities of natural gas or oil at different geographic locations, and the effect of such changes on commodity production, revenues and demand for pipeline transportation capacity to or from such locations;
  9. Other changes in price differentials between similar quantities of natural gas or oil having different quality, heating value, hydrocarbon mix or delivery date;
  10. The cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company;
  11. Uncertainty of oil and gas reserve estimates;
  12. Significant differences between the Company’s projected and actual production levels for natural gas or oil;
  13. Changes in demographic patterns and weather conditions;
  14. Changes in the availability, price or accounting treatment of derivative financial instruments;
  15. Changes in economic conditions, including global, national or regional recessions, and their effect on the demand for, and customers’ ability to pay for, the Company’s products and services;
  16. The creditworthiness or performance of the Company’s key suppliers, customers and counterparties;
  17. Economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities, acts of war, cyber attacks or pest infestation;
  18. Significant differences between the Company’s projected and actual capital expenditures and operating expenses;
  19. Changes in laws, actuarial assumptions, the interest rate environment and the return on plan/trust assets related to the Company’s pension and other post-retirement benefits, which can affect future funding obligations and costs and plan liabilities;
  20. Increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; or
  21. Increasing costs of insurance, changes in coverage and the ability to obtain insurance.

The Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date thereof.

Investor Relations

NYSE: NFG 57.75 +0.16 +0.28% Volume 332,564 Jan 20, 2017 4:02 PM.