The Board of Directors of Delta Natural Gas Company, Inc. (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.
We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Our Board of Directors has adopted a written charter for the Audit Committee that can be downloaded below. Under the terms of the Audit Committee charter, the committee is directly responsible for the appointment, compensation and oversight of the work of our independent auditors. The Audit Committee charter also empowers the committee to review audit results and financial statements, review the system of internal control and make reports and recommendations to the Board. The committee is in compliance with its written charter. The Audit Committee is composed entirely of directors who are (1) able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement, and (2) “independent” as defined by applicable listing standards of the NASDAQ OMX Group.
Corporate Governance and Compensation Committee
We have a standing Corporate Governance and Compensation Committee that operates under a charter, a copy of which can be downloaded below, that empowers the committee to make recommendations to the Board of Directors as to the compensation of directors and executive officers and other personnel matters. The committee reviews directors’ compensation and recommends changes when appropriate to the full board. Under the terms of its charter, the Corporate Governance and Compensation Committee also is charged with the responsibility to identify and recommend to the Board of Directors individuals who would make suitable directors. All members of the committee are independent as defined in the listing standards of the NASDAQ OMX Group.
We have a standing Executive Committee that is empowered to act for and on behalf of our Board of Directors, during the interval between the meetings of the Board of Directors, in the management and direction of our business. The written charter for the Executive Committee may be downloaded below.
|Corporate Governance and Compensation Committee|
|Vendor Code of Conduct and Ethics|
|Amended and Restated By-Laws 8/2015|
|Board Governance Guidelines|
|Business Code of Conduct and Ethics|