Audit Committee Charter

Forward Looking Statement Disclosure

Forward-looking statements include statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements which are other than statements of historical facts. From time to time, the Company may publish or otherwise make available forward-looking statements of this nature. All such subsequent forward-looking statements, whether written or oral and whether made by or on behalf of the Company, are also expressly qualified by these cautionary statements. Certain statements contained in this report, including, 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, are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and accordingly 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 herein, 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. The Company's ability to successfully integrate acquired assets, including Shell's upstream assets and midstream gathering assets in Pennsylvania, and achieve expected cost synergies;
  2. The length and severity of the recent COVID-19 pandemic, including its impacts across our businesses on demand, operations, global supply chains and liquidity;
  3. 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;
  4. Changes in the price of natural gas or oil;
  5. Impairments under the SEC’s full cost ceiling test for natural gas and oil reserves;
  6. The creditworthiness or performance of the Company’s key suppliers, customers and counterparties;
  7. 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;
  8. 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;
  9. Delays or changes in costs or plans with respect to Company projects or related projects of other companies, including disruptions due to the COVID-19 pandemic, as well as difficulties or delays in obtaining necessary governmental approvals, permits or orders or in obtaining the cooperation of interconnecting facility operators;
  10. The Company's ability to complete planned strategic transactions;
  11. 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;
  12. 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;
  13. The impact of information technology disruptions, cybersecurity or data security breaches;
  14. 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;
  15. Increasing health care costs and the resulting effect on health insurance premiums and on the obligation to provide other post-retirement benefits; 
  16. Other changes in price differentials between similar quantities of natural gas or oil having different quality, heating value, hydrocarbon mix or delivery date;
  17. The cost and effects of legal and administrative claims against the Company or activist shareholder campaigns to effect changes at the Company;
  18. Uncertainty of oil and gas reserve estimates;
  19. Significant differences between the Company’s projected and actual production levels for natural gas or oil;
  20. Changes in demographic patterns and weather conditions;
  21. Changes in the availability, price or accounting treatment of derivative financial instruments;
  22. 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;
  23. Economic disruptions or uninsured losses resulting from major accidents, fires, severe weather, natural disasters, terrorist activities or acts of war;
  24. Significant differences between the Company’s projected and actual capital expenditures and operating expenses; or
  25. 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 hereof.

Amended as of June 15, 2017

  1. 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.

  2. 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.
  3. 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.

  4. 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.

        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.
  5. Annual Performance Evaluation

    The Committee shall conduct 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.