Corporate Governance Guidelines

(Adopted as of November 17, 2015)

  1. The Board of Directors
    1. Size of Board
      The number of directors that constitutes the Board of Directors (the "Board") of Gastar Exploration Inc. (the "Company") shall be fixed from time to time pursuant to the Company's certificate of incorporation and bylaws (as amended from time to time). The Nominating & Governance Committee is responsible for reviewing, on an annual basis, the advisability or need for any changes in the number and composition of the Board.

    2. Qualification Standards
      The Board will have a majority of directors who are "Independent Directors" as defined by the listing requirements of the NYSE MKT LLC. Each year, the Nominating & Governance Committee will review the relationships between the Company and each director and will report the results of its review to the Board, which will then determine which directors satisfy the applicable independence standards.

      The Nominating & Governance Committee is responsible for identifying individuals qualified to become Board members. Nominees for directorship will be selected by the Nominating & Governance Committee in accordance with the policies and principles in its charter. An invitation to join the Board should be extended by the Board itself, by the Chairman of the Nominating & Governance Committee or by the Chairman of the Board.

       
    3. Director Responsibilities
      The basic responsibility of each director is to exercise his or her business judgment to act in what he or she reasonably believes to be in the best interests of the Company and its stockholders. In discharging this obligation, directors should be entitled to rely on the honesty and integrity of the Company's senior executives and its outside advisors and auditors.

      Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Information and data that are important to the Board's understanding of the business to be conducted at a Board or committee meeting should generally be distributed in writing to the directors before the meeting, and directors should review these materials in advance of the meeting. Attendance at Board and committee meetings shall be considered by the Nominating & Governance Committee in assessing each director's performance.
       

    4. Service on Other Boards
      No director may serve on the board of directors of more than three other public companies. In advance of accepting an invitation to serve on another public company board, directors should advise the Chairman of the Board and the Chairman of the Nominating & Governance Committee to allow an assessment to be made of, among other things, the potential impact of such service on the director's time and availability, potential conflict of interest issues and the director's status as an independent director.

    5. Change in Status
      To avoid any potential conflict of interest, directors will not accept a seat on any additional public company board without first reviewing the matter with the Nominating & Governance Committee. In addition, a non-employee director will tender his or her resignation for consideration by the Board in the event of retirement or other substantial change in the nature of the director's employment or other significant responsibilities. 

    6. No Term Limits
      The Board does not believe it should establish limits on a director's service. As an alternative to term limits, the Nominating & Governance Committee will review each director's continuation on the Board every year. This will allow each director the opportunity to conveniently confirm his or her desire to continue as a member of the Board.

    7. Director Resignation
      A nominee must receive more votes cast for than against his or her election or re-election in order to be elected or re-elected to the Board. The Board requires that a director tender his or her resignation if he or she fails to receive the required number of votes for re-election.

      If an incumbent director fails to receive the required vote for re-election, the Nominating & Governance Committee will act on an expedited basis to determine whether to accept the director's resignation and will submit its recommendation for prompt consideration by the Board. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding his or her resignation. The Nominating & Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director's resignation.

      The Board shall nominate for election or re-election as a director only those candidates who agree to tender, promptly following the annual meeting at which they are elected or re-elected as director, irrevocable resignations that will be effective upon (1) the director's failure to receive the required vote at the next annual meeting at which they face re-election and (2) Board acceptance of such resignation. In addition, the Board shall fill director vacancies and new directorships only with those candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with the above practice.


    8. Chairman of the Board
      TThe Board has determined that the offices of Chairman and Chief Executive Officer should be separated. Each year, the Nominating & Governance Committee will review whether this policy is in the best interests of the Company and its stockholders.

    9. Meetings of the Board
      Board meetings shall be held on at least a quarterly basis. The Chairman of the Board, in consultation with the Chief Executive Officer, will establish the agenda for each Board meeting. At the beginning of the year, the Chairman of the Board will establish a schedule of agenda subjects to be discussed during the year (to the degree this can be foreseen). Each director is free to suggest the inclusion of items on the agenda. Each director is free to raise at any Board meeting subjects that are not on the agenda for that meeting.

    10. Meetings of Independent Directors
      The independent directors will meet at least annually in executive session. The Chairman of the Board will preside over these sessions. 

    11. Board Interaction with External Constituencies
      The Board believes that the management speaks for the Company. As such, individual directors will not meet or otherwise directly communicate with stockholders, research analysts, vendors, the press or other external constituencies on behalf of the Company unless the communication is (1) requested by the Chairman of the Board, the Chief Executive Officer or the full Board or (2) required to discharge his or her duties as set forth in committee charters.

    12. Director Compensation
      The Compensation Committee will conduct an annual review of director compensation and make a recommendation to the Board regarding the form and amount of director compensation. The Compensation Committee will consider that a director's independence may be jeopardized if (1) director compensation and perquisites exceed customary levels, (2) the Company makes substantial charitable contributions to organizations with which a director is affiliated or (3) the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a director or an organization with which the director is affiliated. Directors who are employees of the Company shall not receive any additional compensation for service on the Board. 

    13. Annual Performance Evaluation of the Board
      Each year, the Nominating & Governance Committee will lead the Board in its annual performance review. As part of this process, the Nominating & Governance Committee will receive comments from all directors and report to the full Board with an assessment of the Board's performance following the end of each fiscal year.

    14. Director Orientation and Continuing Education
      The Nominating & Governance Committee is responsible for encouraging directors to stay abreast of developments related to responsibilities of directors and to circulate relevant information to members of the Board.

    15. Board Member Attendance at the Annual Meetings of Stockholders
      Directors are encouraged to attend the Company's annual meeting of stockholders.

    16. Stockholder Communications with Directors
      The Board welcomes communications from the Company's stockholders and other interested parties. Stockholders and any other interested parties may send communications to the Board, any committee of the Board, the Chairman of the Board, or any other director in particular to: 

Gastar Exploration Inc.
1331 Lamar Street, Suite 650
Houston, Texas 77010

Stockholders and any other interested parties should mark the envelope containing each communication as "Stockholder Communication with Directors" and clearly identify the intended recipient(s) of the communication. The Company's Secretary will review each communication received from stockholders and other interested parties and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (1) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication; and (2) the communication falls within the scope of matters generally considered by the Board. To the extent the subject matter of a communication relates to matters that have been delegated by the Board to a committee or to an executive officer of the Company, then the Company's Secretary may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated. The acceptance and forwarding of communications to the members of the Board or an executive officer does not imply or create any fiduciary duty of the Board members or executive officer to the person submitting the communications.

  1. Committees of the Board of Directors
    1. Committees
      The Board will have at all times a Reserves Review Committee, Audit Committee, a Compensation Committee and a Nominating & Governance Committee. However, the Board may, from time to time, establish and maintain additional committees as necessary or appropriate. Committee members will be appointed by the Board upon recommendation of the Nominating & Governance Committee, with consideration given to the desires of individual directors.

      All of the members of the Reserves Review Committee, Audit Committee, Compensation Committee and Nominating & Governance Committee must satisfy the independence and experience requirements detailed in their respective committee charters. Each year, the Nominating & Governance Committee will determine whether or not each director is independent, disinterested, and a non-employee or outside director under the standards applicable to the committees on which such director is serving or may serve, and will report the results of its review to the Board. The Board will then determine which directors qualify as independent, disinterested, non-employee or outside directors under applicable standards.


    2. Committee Charters
      Each committee will have its own charter. The charters will set forth the authority and responsibilities of the committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations and committee reporting to the Board. The charters will also provide that each committee will annually evaluate its performance. 

    3. Committee Meetings
      The Chairman of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee's charter. The Chairman of each committee, in consultation with the appropriate members of the committee and management, will develop the committee's agenda. At the beginning of the year, the Chairman of each committee will establish a schedule of agenda subjects to be discussed during the year (to the degree these can be foreseen). Committee members are free to suggest the inclusion of items on the agenda. Committee members are free to raise at any Committee meeting subjects that are not on the agenda for that meeting.

    4. Annual Performance Evaluation of the Committees
      Each year, the Nominating & Governance Committee will lead the Board in the annual performance review of the Board's committees. As part of this process, the Nominating & Governance Committee will request that the Chairman of each committee report to the full Board about the committee's annual evaluation of its performance and evaluation of its charter following the end of each fiscal year.
  1. Director Access to Independent Advisors and Management
    The Board and each committee has the power to hire independent legal, financial or other experts and advisors as it may deem necessary, without consulting or obtaining the approval of any officer of the Company in advance.

    Directors have full and free access to officers and employees of the Company. Any meetings or contacts that a director wishes to initiate may be arranged through the Chief Executive Officer or directly by the director. The directors will use their judgment to ensure that any such contact is not disruptive to the business operations of the Company.

    The Board welcomes regular attendance at each Board meeting of executive officers of the Company. If the Chief Executive Officer wishes to have additional employees regularly attend Board meetings, he or she should obtain prior approval of the Board.


  2. Management Evaluation and Succession Planning
    Each year, the Nominating & Governance Committee will lead the Board in the annual performance review of the Company's management, including its Chief Executive Officer.

    The Nominating & Governance Committee will meet annually on succession planning. The Chief Executive Officer should at all times make available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.


  3. Review of Governance Policies
    At least annually, the Nominating & Governance Committee will review and reassess the adequacy of these Guidelines and recommend any proposed changes to the Board for approval. In addition, the Nominating & Governance Committee will consider any other corporate governance issues that arise from time to time and will develop appropriate recommendations for the Board. Such review will include management's monitoring of the Company's compliance programs and Code of Conduct, including a report of violations and waivers of the Code of Conduct.

  4. Posting Requirement
    The Company shall post these Guidelines, the charters of each Board committee and the Company's Code of Conduct on the Company's website as required by applicable rules and regulations. In addition, the Company shall disclose in its proxy statement for its annual meeting of stockholders or, if the Company does not file a proxy statement, in its Annual Report on Form 10-K, that a copy of each document is available on the Company's website and provide the website address.