Amended by Board June 13, 2024
Purpose of the Code
The purpose of this National Fuel Gas Company Code of Business Conduct and Ethics (the "Code") is to define a standard for directors, officers and employees of National Fuel Gas Company and each of its wholly-owned subsidiaries (collectively "National Fuel" or the "Company") for conducting Company business in an honest and ethical manner. The Code reflects the Company's long-standing commitment to adhere to high standards of ethics and integrity which meet, and frequently exceed, the requirements of law. The Code does not address every situation or set forth every rule, nor is it a substitute for the responsibility of Company directors, officers and employees to exercise common sense and good judgment. Furthermore, the Code is not intended to and does not in any way constitute an employment contract or guarantee employment.
For officers and employees of the Company, the Code supplements existing policies and procedures in your Employee Handbook, as amended from time to time. Officers and employees are directed to review and adhere to these policies and procedures as well as the Code.
Discipline may be imposed for violations of the Code. This discipline may take a variety of forms, including, where appropriate, termination of the offending individual's relationship and/or employment with the Company. Conduct which violates the Code may also violate federal or state law, rules or regulations. Such violations can subject the individuals involved to prosecution, imprisonment and/or fines. The Company may also be subject to prosecution and face significant fines for the improper conduct of its directors, officers or employees. Consequently, an individual guilty of a violation may be required to reimburse the Company, the government, and any other person or entity for losses or damages resulting from the violation.
Implementation of the Code
Ethics Committee
The Ethics Committee administers the Code as it relates to Company employees who are not executive officers. See your Employee Handbook, as amended from time to time, for details of administration.
Audit Committee
The Company has granted the Audit Committee of the Board of Directors (the "Audit Committee") the responsibility for administering the Code as it relates to National Fuel Gas Company's directors and executive officers (as designated by the Board, in all cases including the principal executive, financial and accounting officers of the Company). The Audit Committee is responsible for ensuring that:
- The Code is effectively communicated to the directors and executive officers.
- The Code is periodically reviewed and updated.
- Directors and executive officers obtain timely guidance on ethics issues, as well as conflicts of interest, which may arise during the course of their relationship with National Fuel Gas Company.
- Instances of possible Code violations by directors and executive officers are properly and promptly investigated and necessary remedial actions are taken, including possible disciplinary action, to correct any such violations and to prevent their recurrence.
The Audit Committee can assist directors and executive officers in complying with the Code. The Audit Committee can also provide information on ethics issues and help to resolve possible conflicts of interest.
Reporting of Violations
In the discharge of corporate duties, all directors, officers and employees are responsible for observing the law, rules, regulations and the Code. Directors and executive officers who believe there may be a violation of the Code by a director or executive officer should report immediately to the Chairman of the Audit Committee of the Board. If a reporting director or executive officer believes it is more appropriate, he or she may instead report to the Chairman of the Nominating/Corporate Governance Committee of the Board or to the Chairman of the Board. Other reports of possible violations of the Code shall be made to the Company Ethics Committee as outlined in the “Implementation of the Code” section of the Employee Handbook, as amended from time to time. The Company Ethics Committee shall regularly report on its activities to the Audit Committee. Reports regarding any ethics matters may also be made by calling a toll-free anonymous hotline at 1-800-605-1338 or online at www.natfuelgas.ethicspoint.com. No person reporting a violation shall be subject to retaliation because of the good faith report he or she makes.
Reported violations will be promptly investigated. Disciplinary actions may be taken against directors, officers and employees who violate the law, applicable rules and regulations or this Code.
Waivers
Any waivers of the Code for executive officers or directors may be made only by the Board of Directors or a Board committee to which such responsibility has been delegated, shall be accompanied by appropriate controls designed to protect the Company and must be promptly disclosed to shareholders.
Compliance with Laws, Rules and Regulations
Directors, officers and employees of National Fuel shall strive to conduct Company business in compliance with applicable laws, rules and regulations. When there is a doubt as to the lawfulness of any proposed activity, advice should be sought from an attorney for the Company prior to engaging in the proposed activity. While this principle applies to all applicable laws, rules and regulations, described below are certain areas that are particularly important to the Company's business.
Disclosure Obligations Under Securities Laws
The Company has a long-standing commitment to comply with federal and state securities laws and regulations. In furtherance of this commitment, the Company has formed the National Fuel Gas Disclosure Committee (the "Disclosure Committee"). The Disclosure Committee is composed of Company employees appointed by the Chief Executive Officer and Chief Financial Officer to bring to light material information regarding the Company and its subsidiaries and to fulfill on a timely basis the disclosure obligations of the Company under the federal securities laws and the listing standards of the New York Stock Exchange. Directors, officers and employees shall cooperate with the Disclosure Committee to promote full, fair, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, federal or state securities regulators, and in other public communications made by the Company.
Securities/Insider Trading
In the course of business operations, directors, officers and employees may become aware of non-public information relating to business matters. Generally, securities laws impose liability on persons who trade in securities on the basis of material, nonpublic information, or who communicate such information to anyone who then trades on the basis of that information. Any director, officer or employee who is aware of material nonpublic information relating to the Company or relating to firms with which the Company deals or proposes to deal (including information relating to acquisition plans, financial matters, new customers, contracts or discoveries, major organizational changes or other business plans) generally may not buy or sell shares or other securities of the Company or such firms or disclose such information to any other person for other than legitimate business reasons until such information has been disclosed to the public and has had an adequate opportunity to be absorbed by the market. To promote compliance with applicable securities laws, the Company has adopted a Policy on Insider Trading in National Fuel Stock, as amended from time to time, with which all directors, officers and employees must comply. Any question as to whether certain information has been disclosed to the public should be addressed to a General Counsel in the Legal Department, and trading in the Company's securities should be avoided.
Antitrust
The antitrust laws generally prohibit activity which restricts the operation of a free market, such as conspiring to fix prices or to exclude suppliers for the purpose of disadvantaging competitors or consumers. These laws are complex, and violations may carry both civil and criminal penalties. The Company's policies require appropriate conduct to avoid antitrust violations. Any questions about the antitrust implications of any transaction or activity should be addressed to an attorney for the Company.
Improper Corporate Payments
Bribery refers to the offering, giving, soliciting or receiving of any item of value as a means of influencing the recipient’s actions. A “quid pro quo” relationship where a recipient directly alters his or her behavior in exchange for a gift constitutes bribery. The Company specifically prohibits offering, giving, soliciting or receiving bribes or kickbacks in connection with Company business. These are criminal acts and can result in the criminal prosecution of the individual(s) involved and the Company. An offer or gift to a government official may violate state or federal law even if there is no intent to influence the official. Personal funds or resources may not be used to do that which is otherwise prohibited.
False Statements: Schemes to Defraud
It is illegal for individuals to knowingly make false statements, orally or in writing, to any department or agency of the government. Accordingly, this Code prohibits any such action on the part of any individual(s) in the discharge of their duties as a National Fuel director, officer or employee. Further, in the conduct of Company business, directors, officers and employees shall not engage in any scheme or artifice to defraud anyone out of money, property or services, or cause the mail or wire services to be used in furtherance of such conduct. Again, such conduct is in violation of this Code and the law and carries severe penalties.
Business Records
Consistent with the requirements of law, it is Company policy to keep books, records, and accounts which accurately reflect the transactions of the Company. Company transactions shall be recorded as necessary and appropriate (i) to permit the preparation of financial statements and tax returns in conformity with generally accepted accounting and tax principles and other applicable rules, regulations and criteria, and (ii) to ensure full accountability for assets and activities of the Company.
Document/Business Record Retention
Company records and documents must be retained in accordance with the applicable regulations and the Company's policies. If you have knowledge of a violation of the law, regulations, this Code or the Company's related policies and procedures, or knowledge that a government investigation is imminent, it is imperative that business documents (including papers, records, fiches, computer discs and tapes) which could be relevant to an investigation of the matter be retained. If there is any doubt about the propriety of destroying a document, a General Counsel in the Legal Department should be consulted. Destruction or falsification of any potentially relevant documents may lead to prosecution for obstruction of justice.
Conflicts of Interest
National Fuel respects the privacy and individual rights of its directors, officers and employees in the conduct of their personal affairs. However, Company directors, officers and employees have a primary business responsibility to the Company and are expected to avoid any activity that may interfere, or have the appearance of interfering, with the objective and effective performance of this responsibility. An essential part of this responsibility is the avoidance of any actual or perceived conflicts between personal and Company interests. For purposes of these responsibilities, the activities of immediate family members and non-Company business Affiliates and Associates (as "Affiliates" and "Associates" are defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) will generally be considered to be the activities of the director, officer or employee. A conflict of interest may arise when a director, officer or employee receives improper personal benefits as a result of his or her position in the Company. A conflict of interest may also arise when personal situations tend to influence or compromise a director's, officer's or employee's ability to render impartial business decisions in the best interest of the Company.
Any questions whether a conflict of interest exists should be addressed by directors, executive officers and employees to a member of the appropriate committee, as indicated above in "Implementation of the Code."
Loans and Guarantees
Loans to, or guarantees of obligations of, directors or executive officers are of special concern to the Company. Any such loan or guarantee will not be made in violation of any applicable law and may occur only upon approval of a majority of the Company's independent, non-interested directors.
Investments
A director, officer or employee of the Company (and any non-Company business Affiliates or Associates of a director, officer or employee of the Company) may not make or retain a substantial investment in a competitor, customer, vendor, supplier or contractor of the Company, except with notice to and the written approval of the committees and/or individuals identified above in "Implementation of the Code." An investment will be deemed substantial if it is of a magnitude that compromises or appears to compromise the loyalty of the director, officer or employee. Investment in a publicly traded company where the amount invested is equivalent to no more than a 5% voting or equity interest in that entity is not deemed substantial. Any investment that reasonably could be expected to give rise to a conflict of interest should be disclosed to the appropriate committees and/or individuals.
Outside Activities
Directors, officers and employees of the Company should not serve as a consultant or as a director, officer, or employee of an organization that competes or has regular or substantial business dealings with the Company (other than an organization that purchases regulated commodities and/or services from a Company subsidiary at a regulated price), unless he or she has obtained the prior consent of the committees and/or individuals identified above in "Implementation of the Code."
A conflict of interest exists, or may exist, if a director's, officer's or employee's outside activities, which in and of themselves may not be conflicts of interest, are so demanding on the director's, officer's or employee's time that they interfere with the director's, officer's or employee's duties or responsibilities for the Company. Officers and employees should consult the corresponding section in the Employee Handbook, as amended from time to time, for additional requirements and/or information.
Gifts and Gratuities
A director, officer or employee of the Company may accept gifts, meals, refreshments or entertainment as a courtesy, provided the amenity is customarily associated with legitimate business relationships and is not of such value or given with such frequency that it could influence the director’s, officer’s or employee’s business decisions, and provided further that acceptance of cash or gift cards (other than from the Company) is prohibited. Generally, however, directors, officers and employees should reciprocate this hospitality with similar courtesies. In addition, no director, officer or employee shall accept an unusual personal discount on goods or services in exchange for favorable consideration of any competitor, customer, vendor, supplier or contractor.
Corporate Opportunities
A director, officer or employee should not: (a) take for himself or herself personally, or for any non-Company business Affiliates or Associates, opportunities, including but not limited to Intellectual Property, that may be of interest to the Company that are discovered through the use of Company property, information or position; (b) use Company property, information or position for personal gain or the gain of any non-Company business Affiliates or Associates; or (c) compete with the Company. Directors, officers and employees have a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
“Intellectual Property” means all inventions, discoveries, developments, writings, computer programs, and related documentation, designs, ideas, and any other work product made or conceived by the director, officer, or employee during the term of service to or employment with the Company which: (a) are developed using equipment, supplies, facilities or trade secrets of the Company; or (b) result from work performed for the Company; or (c) relate to the Company’s current or anticipated research and development.
Company Resources
Company assets are valuable resources owned or otherwise belonging to the Company and should be used for legitimate business purposes. The conservation, protection and efficient use of such assets by directors, officers and employees in completing their duties for the Company are the responsibility of all directors, officers and employees at National Fuel. Limited personal use of Company resources may be permitted, but anything more than that, and any misuse of Company resources or property, are strictly prohibited. The obligation to protect the Company's assets includes maintaining the confidentiality of its proprietary information. Directors, officers or employees who use Company resources for personal purposes in violation of the Code will be subject to disciplinary action, up to and including termination or, in the case of directors, removal from the Board, as well as claims by the Company or referrals of misuse to proper authorities. Officers and employees should consult the corresponding section in the Employee Handbook, as amended from time to time, for additional requirements and/or information.
Fair Dealing
Each director, officer and employee shall endeavor to deal fairly with the Company's customers, suppliers, competitors and employees. No director, officer or employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice.
Confidentiality
A director, officer or employee of National Fuel may have access to and/or knowledge of sensitive, confidential and proprietary information entrusted to him or her by the Company or its customers. In addition, confidential, sensitive and proprietary documents should be stored in secure locations and retained in accordance with the Company's policies. All non-public information that might be of use to competitors or harmful to the Company, its employees or customers if disclosed is deemed confidential. Such information may be stored by paper or electronic means and includes, but is not limited to:
- Trade secrets
- Marketing information
- Customer, supplier and producer records/lists
- Payroll and benefits information
- Current/past employee information
- Company objectives and strategies
- Nonpublic financial information
- Technical and computer/software related information
- Legal information
The safeguarding of this confidential, sensitive or proprietary information, and assurance that information is not released to any unauthorized person, is a critical component of your responsibilities for the Company and a major factor in the continuation of your employment or affiliation with National Fuel. Officers and employees should consult the corresponding section in the Employee Handbook, as amended from time to time, for additional requirements and/or information.
Whether during or after a director's, officer's or employee's service with the Company, release of confidential, sensitive or proprietary information to unauthorized individuals or for unauthorized purposes, the inappropriate disposal of documents containing such information, or any other inappropriate release or discussion of such information will be considered a serious infraction and will be grounds for claims by the Company, referrals to proper authorities, or disciplinary action up to and including termination or, in the case of a director, removal from the Board. Even if the release of confidential, sensitive or proprietary information to authorized individuals or for authorized purposes has been generally pre-approved in certain circumstances, in each instance in which such confidential, sensitive or proprietary information is to be released, such releasing director, officer or employee of National Fuel must first inform the person or entity who has provided such prior approval of the content and recipient of such information. Directors, officers and employees leaving the Company must return all confidential and proprietary information in their possession.
Questions regarding the confidentiality or sensitivity of specific Company information or the release of information to others should be discussed with the appropriate committee, as indicated above in "Implementation of the Code."