Committee Members

  • Patrick J. Bartels, Jr.
  • R. Scott Sloan
  • L. Spencer Wells

Nominating and Corporate Governance Committee Charter

                              VANGUARD NATURAL RESOURCES, INC.

This Nominating & Corporate Governance Committee Charter was adopted by the Board of
Directors (the “Board”) of Vanguard Natural Resources, Inc. (the “Company”) on August 9, 2017.


The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is
to assist the Board by: (i) identifying, screening and reviewing individuals qualified to serve
as directors and recommending to the Board candidates for election at the annual meeting of
shareholders to fill Board vacancies; (ii) developing, recommending to the Board and
overseeing implementation of the Company’s Corporate Governance Guidelines and Principles;
and (iii) reviewing, on a regular basis, the overall corporate governance of the Company and
recommending to the Board improvements when necessary.

In discharging its role, the Committee is empowered to investigate any matter brought to its
attention with access to all books, records, facilities and personnel of the Company. The
Committee has the power to retain outside counsel, director search and recruitment consultants
or other experts and will receive from the Company adequate funding, as determined by the
Committee, for payment of reasonable compensation to such advisors. The Committee shall
have the sole authority to retain, compensate, terminate and oversee director search and
recruitment consultants, who shall be accountable ultimately to the Committee.


The Committee shall consist of two or more members of the Board. The members of the
Committee shall be appointed by the Board and 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.


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 frequently than quarterly).
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


The following responsibilities are set forth as a guide with the understanding that the
Committee may diverge as appropriate given the circumstances. The Committee is                                                                             authorized to carry out these and such other responsibilities assigned by the Board from time
to time, and take any actions reasonably related to the mandate of this Charter.

To fulfill its purpose, the Committee shall:

1. identify, screen and review individuals qualified to serve as directors,
consistent with criteria approved by the Board; review each current director
and recommend to the Board whether such director should stand for re-election;
and recommend to the Board the nominees for election or re-election at the
next annual meeting of shareholders and for filling any Board vacancies
subject to any contractual or other commitments of the Company;

2. recommend to the Board for approval, oversee the implementation and
effectiveness of, and recommend modifications as appropriate to, the
Company’s policies and procedures for identifying and reviewing Board
candidates, including policies and procedures relating to Board candidates
submitted for consideration by shareholders; and review Company
disclosures regarding such policies and procedures;

3. review annually with the Board the composition of the Board as a whole,
including whether the Board reflects the appropriate balance of independence,
sound judgment, business specialization, technical skills, diversity and other
desired qualities;

4. review periodically the size of the Board and recommend to the Board any
appropriate changes;

5. oversee the evaluation of the Board and management;

6. establish and recommend to the Board, oversee the implementation and
effectiveness of and recommend modifications as appropriate to, the
Company’s Corporate Governance Guidelines;

7. consider corporate governance issues that arise from time to time, and
develop appropriate recommendations for the Board;

8. except to the extent delegated to other Board committees, oversee and review
the Company’s process for providing information to the Board, assessing the
channels through which information is received, and the quality and timeliness
of the information received;

9. oversee and review the Company’s policy and process for shareholder
communication with the Board;

10. ensure adequate orientation is provided for new directors and ongoing training
is provided for all directors;

11. review the Board’s committee structure and composition and to make
recommendations to the Board regarding the appointment of directors to serve
as members of each committee and committee chairperson annually;

12. conduct an annual self-evaluation of the performance of the Committee,
including its effectiveness and compliance with this Charter;

13. review and reassess the adequacy of this Charter annually, make appropriate
recommendations to the Board and amend as the Committee deems
appropriate; and

14. report regularly to the Board on Committee findings, recommendations and
any other matters the Committee deems appropriate or the Board requests,
and maintain minutes or other records of Committee meetings and activities.