Nominating/Corporate Governance 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 11, 2020

  1. Organization

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

  2. 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.

  3. 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.

  4. 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.

  5. 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. Corporate Responsibility, Environmental, Social and Governance Factors. Oversee and provide guidance concerning the Company’s practices and reporting with respect to corporate responsibility, environmental, social and governance (“ESG”) factors that are of significance to the Company and its stakeholders. Make recommendations to the Board regarding ESG initiatives and strategies, including but not limited to the Company’s progress on integrating ESG factors into business strategy and decision-making. Annually review the Company’s programs and reporting with respect to ESG.
    8. 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.
    9. 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.
  6. Annual Performance Evaluation

    The Committee shall conduct 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.