- W. Richard Anderson
- Bruce W. McCullough
- Loren Singletary
VANGUARD NATURAL RESOURCES, LLC
AMENDED AND RESTATED NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER OF THE BOARD OF DIRECTORS
(ADOPTED OCTOBER 30, 2013)
The Nominating and Corporate Governance Committee (the “Committee“) has been established and appointed by the Board of Directors (the “Board“) of Vanguard Natural Resources, LLC (the “Company“) with authority, responsibility and specific duties described in this Nominating and Corporate Governance Committee Charter (this “Charter“):
- Advise the Board and make recommendations regarding appropriate corporate governance practices and assist the Board in implementing those practices.
- Identify, recruit, evaluate and recommend qualified individuals for election to the Board and the committees thereof as well as to fill any vacancies, consistent with criteria approved by the Board.
- Develop a policy with regard to the consideration of any director candidates recommended by unitholders of the Company and the procedures to be followed by such unitholders in making such recommendations.
- Develop and oversee the Company’s policies and procedures regarding compliance with applicable laws and regulations relating to the honest and ethical conduct of the Company’s directors, officers and employees, which shall include oversight of the Company’s Code of Business Conduct and Ethics (the “Code of Ethics”) and its Corporate Governance Guidelines (as well as the sole responsibility for granting any waivers thereunder).
- Annually evaluate, based on input from the entire Board, the performance of the Company’s Chief Executive Officer (the “CEO”) and report the results of such evaluation to the Compensation Committee of the Board.
- Lead the Board in the annual performance evaluations of the Board, the committees of the Board and management.
- Perform such other functions as the Board may assign to the Committee from time to time.
The Committee shall consist of at least three members of the Board. The members of the Committee shall meet the independence and experience requirements of the Securities Exchange Act of 1934, as amended. Each member of the Committee must be “independent” as defined by the listing requirements of the NASDAQ Stock Market LLC (the “NASDAQ”). Notwithstanding the foregoing membership requirements, no action of the Committee will be invalid by reason of any such requirement not being met at the time such action is taken.
Each member of the Committee shall be elected [annually] by the Board and shall serve until the expiration of such member’s term or until such member’s earlier resignation, retirement or removal. The members of the Committee may be removed at any time, with or without cause, by majority vote of the Board, provided that the Board must, at all time, assure that the Committee will have a Chairman and sufficient members to satisfy the requirements set forth above relating to the number and qualifications of Committee members.
The Board shall elect a Chairman of the Committee. The Chairman of the Committee shall chair all regular and special sessions of the Committee, be responsible for the scheduling of regular meetings and set the agendas for Committee meetings. This Chairman shall serve until the expiration of his or her term or until his or her successor is duly elected and qualified or until his or her earlier resignation, retirement or removal. If a Chairman is not designated by the Board or present at a meeting, the Committee may designate a Chairman by majority vote of the Committee members then in office.
The Committee may delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.
- The Committee will meet at the call of its Chairman, two or more members of the Committee or the Chairman of the Board. The Committee shall meet as often as it determines, and generally should meet not less frequently than quarterly. The Committee shall conduct special meetings as determined by the Chairman of the Committee or at the request of the Chief Executive Officer, President or Chief Financial Officer. Meetings may be in person, by telephone or videoconference as needed to conduct the business of the Committee. The Committee may also take action by unanimous written consent to the fullest extent permitted by the Delaware Limited Liability Company Act or the limited liability company agreement of the Company, as may be amended or restated from time to time (the “LLC Agreement“). The Committee shall maintain minutes of all of its meetings.
- Meetings may, at the discretion of the Committee, include other directors, members of the Company’s management, independent advisors and consultants or any other persons whose presence the Committee believes to be necessary or appropriate. Those in attendance may observe meetings of the Committee, but may not participate in any discussion or deliberation unless invited to do so by the Committee, and in any event are not entitled to vote. Notwithstanding the foregoing, the Committee may also exclude from its meetings any persons it deems appropriate, including, but not limited to, any director that is not a member of the Committee.
- A majority of the members of the Committee will constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Committee.
- The Chairman shall schedule and preside at all meetings of the Committee. In the absence of the Chairman, a majority of the members of the Committee present at a meeting shall appoint a member to preside at the meeting.
- The Chair of the Committee shall report to the Board following each Committee meeting, and as otherwise required by the Chairman of the Board.
- The Committee may determine additional rules and procedures.
- The Committee will maintain minutes of its meetings and make regular oral or written reports to the Board, directly or through its Chairman, of its actions and any recommendations to the Board.
- Each member of the Committee as well as the Chairman will be paid the fee set by the Board for his or her services as a member, or Chairman, as the case may be, of the Committee. Subject to the Company’s Corporate Governance Guidelines and other policies, Committee members, including the Chairman, will be reimbursed by the Company for all reasonable expenses incurred in connection with their duties as Committee members or as Chairman.
The Committee has the authority to:
- Retain and determine funding for outside counsel or other experts or consultants, as it deems appropriate in its sole discretion. Any communications between the Committee and legal counsel in the course of obtaining legal advice shall be considered privileged communications of the Company. The Committee shall take all necessary steps to preserve the privileged nature of those communications. In addition, the Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including the sole authority to approve the search firm’s fees and other retention terms. The Company must provide for appropriate funding, as determined by the Committee, for payment of (a) compensation to any advisors employed by the Committee; and (b) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
- Conduct or authorize investigations into any matter within the scope of the responsibilities delegated to the Committee as it deems appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee.
- Delegate to its Chairman, any one of its members or any subcommittee it may form, the responsibility and authority for any particular matter, as it deems appropriate from time to time under the circumstances. However, subcommittees do not have the authority to engage independent legal counsel and other experts and advisors unless expressly granted such authority by the Committee. Each subcommittee will keep minutes and regularly report to the Committee.
V. Duties and Responsibilities
The Committee shall have the following responsibilities and duties:
- To identify, recruit and evaluate candidates for membership on the Board and the committees thereof and to consider the performance of incumbent directors in determining whether to nominate them to stand for reelection.
- To make recommendations to the Board concerning the composition of the Board and any committees including their size and the qualifications for membership.
- To consider and review, prior to recommending to the Board that an existing director be nominated for election as a director at the annual meeting of unitholders, the director’s:
- past board and committee meeting attendance and performance;
- length of Board service;
- personal and professional integrity, including commitment to the Company’s core values;
- relevant experience, skills, qualifications and contributions that the existing director brings to the Board; and
- independence under applicable standards.
- To seek and identify a qualified director nominee, in the event that a vacancy on the Board arises, to be recommended to the Board for either appointment by the Board to serve the remainder of the term of the director position that is vacant or election at the next annual meeting of unitholders. To identify such a nominee, the Committee should solicit recommendations from existing directors and senior management. These recommendations should be considered by the Committee along with any recommendations that have been received from unitholders as discussed below. The Committee may, in its discretion, retain a search firm to provide additional candidates. Prior to recommending to the Board that a person be elected to fill a vacancy on the Board, the Committee will consider and review the candidate’s:
- relevant skills, qualifications and experience;
- independence under applicable standards;
- business judgment;
- service on boards of directors of other companies;
- personal and professional integrity, including commitment to the Company’s core values;
- openness and ability to work as part of a team;
- willingness to commit the required time to serve as a Board member; and
- familiarity with the Company and its industry.
- To annually present to the Board a list of nominees recommended for election to the Board at the annual meeting of unitholders.
- To present to the Board, as necessary, nominees for committee membership and individuals recommended to fill any vacancies that may occur on the Board.
- The Committee will treat recommendations for directors that are received from the Company’s unitholders equally with recommendations received from any other source; provided, however, that in order for such unitholder recommendations to be considered, the recommendations must comply with the procedures outlined in the Company’s proxy statement for its annual meeting of unitholders.
- [At least annually,]The Committee will review the criteria for the nomination of director candidates and approve changes to the criteria, as appropriate.
- To adopt a process for unitholders of the Company to send communications to the Board.
- To oversee the evaluation of the Board, the other committees of the Board and management.
- To evaluate its own performance, and review the adequacy of this Charter, at least annually, delivering a report setting forth the results of such evaluation and review, and any recommended changes, to the Board for its approval.
- To recommend general matters for consideration by the Board, which may include: (i) the structure of Board meetings, including recommendations for the improvement of such meetings, and the timeliness and adequacy of the information provided to the Board prior to such meetings; (ii) director retirement policies; (iii) director and officer insurance policy requirements; (iv) policies regarding the number of boards on which a director may serve; (v) director orientation and training; and (vi) the roles of the Company’s executive officers and the outside directorships of such executives.
- To consult with the CEO, as appropriate, and other Board members to ensure that its decisions are consistent with the sound relationship between and among the Board, Board committees, individual directors and Company management.
- To oversee the Company’s policies and procedures regarding compliance with applicable laws and regulations relating to the honest and ethical conduct of the Company’s directors, officers and employees.
- To periodically review and make recommendations to the Board for modifications to the Code of Ethics, Corporate Governance Guidelines and Insider Trading Policy, as appropriate.
- To review, at least annually, the independence and possible conflicts of interest of members of the Board, and recommend to the Board a finding regarding independence for each Board member, and to monitor ongoing compliance with Board member independence requirements.
- Determine whether or not each director serving on a Board committee is independent, disinterested, a non-employee director or an outside director under the standards applicable to the committees on which such director is serving or may serve and report the results of its review to the Board, which will then determine which directors qualify as an independent, disinterested, non-employee or outside director under applicable standards.
- To have the sole responsibility for granting any waivers under the Code of Ethics and Corporate Governance Guidelines (or any successor codes, guidelines or policies) to the Company’s directors, officers and employees.
- To evaluate annually, based on input from the entire Board, the performance of the CEO and report the results of such evaluation to the Compensation Committee of the Board.
- To perform any other activities consistent with this Charter, the Company’s Certificate of Formation (as the same may be amended and/or restated and in effect from time to time), the LLC Agreement and governing law, as the Committee or the Board deems necessary or appropriate.
VI. Posting Requirement
The Company will make this Charter available on or through the Company’s website as required by applicable rules and regulations. In addition, the Company will disclose in its proxy statement for its annual meeting of unitholders or in its Annual Report on Form 10-K, as applicable, that a copy of this Charter is available on the Company’s website and provide the website address.