- Randall Albert
- Joseph Hurliman, Jr.
- R. Scott Sloan
VANGUARD NATURAL RESOURCES, INC.
HEALTH, SAFETY AND ENVIRONMENTAL COMMITTEE CHARTER
This Health, Safety and Environmental Committee Charter was adopted by the Board of
Directors (the “Board”) of Vanguard Natural Resources, Inc. (the “Company”) on August 9,
The Board has established the Health, Safety and Environmental Committee (the “Committee”).
The purpose of the Committee is to assist the Board with its responsibilities relating to oversight
for the Company’s health, safety and environmental practices and to monitor management’s efforts
in creating a culture of safety and environmental protection. The Committee will primarily fulfill
this responsibility by carrying out the activities enumerated in Section IV of this Charter, and will
perform such other functions as the Board may assign from time to time.
II. COMMITTEE MEMBERSHIP
The Committee shall consist of two or more members of the Board. To the extent applicable as
determined by the Company’s position as a private or publicly held entity, its registrant status with
the Securities and Exchange Commission (the “SEC”) or other regulatory body, or its listing status
on any securities exchange, the membership of the Committee shall satisfy any and all independence
and experience requirements, applicable pursuant to law, SEC rules, the requirements of any stock
exchange on which securities of the Company are listed, or otherwise. The members of the
Committee shall be appointed by the Board based on recommendations from the nominating and
corporate governance committee of the Board. The members of the Committee shall serve for such
term or terms as the Board may determine or until such member’s earlier resignation or death. The
Board may remove any member from the Committee at any time with or without cause, by
resolution of the Board.
III. COMMITTEE MEETINGS
The Board shall designate a member of the Committee as the chairperson. The Committee shall
meet as frequently as circumstances dictate (but in no event less than two times per year). Unless
the Committee or the Board adopts other procedures, the provisions of the Company’s Bylaws, as
amended, applicable to meetings of Board committees (or if no such provisions exist, the
provisions thereof applicable to meetings of the Board) will govern meetings of the Committee.
The Committee may invite such members of management to its meetings as it deems appropriate.
IV. KEY RESPONSIBILITIES
The Committee is delegated all authority of the Board as may be required or advisable to fulfill
the purposes of the Committee. The Committee may form and delegate some or all of its authority
to subcommittees when it deems appropriate. The Committee may require any officer or employee
of the Company or any of its subsidiaries or the Company’s outside legal counsel and any outside
consultants or advisors to the Company to attend a meeting of the Committee or to meet with any
member of, or consultant to, the Committee. The Committee shall have authority to obtain advice
and assistance from internal or external legal or other advisors, to approve the fees and expenses
of such outside advisors, and to cause the Company to pay the fees and expenses of such outside
The Committee shall have authority, including budgetary and fiscal authority, and is entrusted with
the responsibility, to perform the following actions:.
1. Monitor management’s efforts in creating a culture of continuous improvement in
the Company’s safety and environmental protection practices.
2. Assist the Board with oversight of the Company’s risk management process and
the Company’s security processes.
3. Review the Company’s health, safety and environmental performance, including
against its health, safety and environmental goals.
4. Develop and approve annually the health, safety and environmental goals and
objectives of the Company and identify the causes of any failure by the Company
to meet such goals and objectives established in the prior year.
5. Review periodic updates on significant health, safety and environmental public
policy issues in key countries of operation that may materially impact the
Company’s operations, finances, or reputation, along with management’s response
to such matters.
6. Review and provide input on the management of current and emerging health,
safety and environmental issues, including trends in legislation and proposed
regulations affecting the Company, as well as any areas of material noncompliance
with any such standards.
7. Review reports from management regarding, and provide oversight for, the health,
safety and environmental aspects of the Company’s sustainable development
8. Review methods used to communicate the Company’s health, safety and
environmental core values to employees, including the use of notices concerning
safety throughout the Company’s facilities and training courses.
9. Review and reassess the adequacy of the Committee Charter at least annually, and
otherwise as it deems appropriate and recommend changes to the Board. Such
review shall include the evaluation of the performance of the Committee against
criteria defined in the Committee and Board terms of reference.
10. Review and monitor significant regulatory audits, findings, orders, reports and/or
recommendations issued by or to the Company related to health, safety and
environmental matters or issues, together with management’s response thereto.
11. Report periodically, but no less than once a year, to the Board on health, safety and
environmental matters as well as the Committee’s other activities and decisions
affecting the Company.
12. In addition to the above responsibilities, undertake such other duties as the Board
delegates to it.