Governance and Ethical Conduct
National Fuel seeks to promote and maintain a culture committed to high standards of ethical conduct and integrity. We believe that a strong ethical foundation underpins effective stewardship of the communities and resources entrusted to our care.
Governance
The business of National Fuel is conducted by our employees, managers and officers under the oversight of the board of directors in order to serve the long-term interests of stockholders. The board and management recognize that the long-term interests of stockholders are served by considering the interests of customers, employees and the communities in which we operate.
The board has five committees to help execute its responsibilities:
- Audit
- Compensation
- Executive
- Financing
- Nominating/Corporate Governance
All members of the Audit, Compensation and Nominating/Corporate Governance committees are independent. Each of these committee has a charter that describes its responsibilities. The board’s structure and responsibilities are outlined in its Corporate Governance Guidelines.
Our Diverse, Experienced and Independent Board of Directors
National Fuel is committed to promoting diversity at all levels of the Company including our Board of Directors. The Company’s Board of Directors consists of eleven individuals (ten of which are independent) with extensive and diverse leadership experience and backgrounds. The board had also designated a lead independent director and separated the roles of Chairman of the Board and Chief Executive Officer.
Code of Business Conduct
Ethical conduct and integrity are core values of National Fuel. All employees share the responsibility for making ethical conduct central to our business operations and dealings.
We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to our directors, principal executive officer, principal financial officer, controller, other officers and employees and is designed to deter wrongdoing and to promote honest and ethical conduct. The Audit Committee of the board monitors compliance with our Code and reviews management’s response to violations of the Code.
We have an employee handbook policy relative to the Code that explains and elaborates on what is expected of all employees to comply with the Code. The employee handbook, among other things, outlines company policies relating to compliance with laws, rules and regulations on the following topics:
- Insider trading
- Improper corporate payments, bribes, kickbacks and/or gifts
- Political contributions
- Equal employment opportunity
- Non-discrimination and anti-harassment
- Health and safety
- Environmental compliance
- Data privacy and cybersecurity
Annually, all National Fuel officers and supervisory employees are required to provide a personal statement of disclosure relating to any conflicts of interest and any known occurrences of fraud. Additionally, officers and employees are reminded through their annual statement of disclosure that they may use the toll-free hotline to anonymously report suspected wrongdoings, possible conflicts of interest or fraud. This same hotline is also publicized on the company’s investor relations website. We also send an annual letter to all vendors, suppliers and contractors highlighting our Code of Business Conduct and Ethics, the standards therein and our expectation that vendors are aware of and comply with those standards. Additionally, as part of National Fuel’s commitment to promoting responsible business operations, we expect our suppliers, vendors and contractors to conduct business with integrity and in accordance with our Code of Vendor Conduct.
Risk Oversight
The board as a whole retains oversight of all risks that could have an impact on our company, including safety, environmental, social, cybersecurity and corporate governance concerns, and any related health and safety issues that might arise from our operations. Management is expected to integrate these corporate responsibility concerns into decision-making throughout the organization.
An important aspect of the board’s oversight is an enterprise risk management program. Under this program, major enterprise-wide risks have been identified, along with measures to mitigate and manage risks. At each quarterly meeting of the Audit Committee, to which all directors are invited and typically attend, management reviews major risks and associated mitigative measures. At each board meeting, a presentation is made regarding one or two specific areas of risk. Additional review or reporting on enterprise risks is conducted as needed or as requested by the board.
Please refer to our Form 10-K filing for a complete discussion of the key risks affecting National Fuel.
Political Engagement
Public policy decisions at national, state and local levels can have significant implications for our customers, the natural gas systems we manage, and the future direction of our business. That’s why we participate in the political process, adhering to all laws and regulations and conducting our activities in an open and transparent fashion. The Company’s Political Activities Principles provide more information with respect to the Company’s political engagement.
National Fuel Gas Political Action Committees
Like most large corporations, organizations and unions, National Fuel participates in the political process. In accordance with federal and state laws, it has established three political action committees (“PACs”) which make political contributions using funds solicited from our employees and retirees. Such funding is provided on a purely voluntary basis. National Fuel’s PACs’ purpose is to promote good citizenship and further business interests that are of concern to the shareholders, employees and customers of National Fuel and our affiliates. The PACs provide contributions in order to encourage the election of qualified, informed and constructive candidates running for election at all levels of state and federal government. The PACs regularly file publicly available reports with appropriate governmental agencies disclosing required information about their contributors, recipients and disbursements.
National Fuel PAC Policy Statement
It is the policy of the National Fuel Gas PACs to provide financial support to candidates who we believe will, if elected, support public policies aimed at strengthening the gas industry within the free enterprise system. It’s our firm belief that independence of thought and action by responsible elected officials is the most essential element in the survival of free, representative government, and that any attempt by any person or group to subvert the deliberative process through conditional offers of funds or other valuable services is destructive of the ideas of democracy. Therefore, it is our declaration that we seek no quid pro quo in exchange for our support, nor will such be accepted if offered.
Memberships and Associations
National Fuel maintains memberships in a number of business and industry trade associations in order to stay informed, and often contributes to the discourse on pertinent issues that may affect our interests and operations. These organizations support and advocate for member companies in a number of ways, including education and sharing of best practices, public outreach and awareness, scientific research and collaboration, fostering critical relationships and supporting informed public policy decisions. National Fuel views our business and trade association memberships as strategic components of our efforts to engage with stakeholders and successfully operate our business over the long term.
National Fuel recognizes that our business and trade associations and their member companies can have diverse views on matters relating to public policy. In instances where we may not endorse, entirely or partially, a member association’s position or stance on a particular matter, National Fuel will take the appropriate and necessary steps to voice our concerns and/or advocate our position in a suitable manner.