EXHIBIT A
TO
NATIONAL FUEL GAS
COMPANY
CORPORATE GOVERNANCE GUIDELINES
NATIONAL FUEL GAS COMPANY
DIRECTOR QUALIFICATION GUIDELINES
The Board of Directors in considering qualifications of directors standing for
re-election
and candidates for Board membership will consider the following factors, in addition to those other factors it may deem relevant:
1. Strong management experience, ideally with major public companies.
2. Other areas of expertise or experience that are desirable given the Companys business and the current
make-up
of the Board, such as expertise or experience in: the natural gas industry, information technology businesses, manufacturing, financial or investment banking, scientific research and development, senior
level government experience, and academic administration or teaching.
3. Desirability of range in age, so that retirements
are staggered to permit replacement of directors of desired skills and experience in a way that will permit appropriate continuity of Board members.
4. Independence, as defined by the Board.
5. Diversity of perspectives brought to the Board by individual members.
6. Knowledge and skills in accounting and finance, business judgment, general management practices, crisis response and
management, industry knowledge and leadership.
7. Personal characteristics matching the Companys values, such as
integrity, accountability, financial literacy, and high performance standards.
8. Additional characteristics, such as:
a.) willingness to commit the time required to fully discharge their responsibilities to the Board,
including the time to prepare for Board and Committee meetings by reviewing the material supplied before each meeting;
b.) commitment to attend a minimum of 75% of meetings;
c.) ability and willingness to represent the stockholders long and short-term interests;
d.) awareness of the Companys responsibilities to its customers, employees, suppliers, regulatory bodies,
and the communities in which it operates; and
e.) willingness to advance their opinions, but once a
decision is made by a majority of the Board, a willingness to support the majority decision assuming questions of ethics or propriety are not involved.
9. The number of commitments to other entities, with one of the more important factors being the number of other public-company
boards on which the individual serves.
10. In order to qualify for election as a director, a nominee must be a stockholder
of the Company.
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