Audit Committee Report
The Audit Committee has reviewed and discussed
with management of CNX and EY, the independent registered public accounting firm serving as the independent auditor of the Corporation
for the fiscal year ended December 31, 2023, the audited financial statements of the Corporation for the fiscal year ended December
31, 2023 (the “Audited Financial Statements”). In addition, we have discussed with EY the matters required to be discussed
by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
The Audit Committee also has received the
written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding the independent accountant’s
communications with the Audit Committee concerning independence and has discussed with that firm its independence from the Corporation
and its subsidiaries. The Committee also discussed with management of the Corporation and EY such other matters and received such
assurances from them as the Committee deemed appropriate.
Management is responsible for the
Corporation’s internal controls and the financial reporting process. EY is responsible for performing an independent
audit of CNX’s financial statements and of its internal control over financial reporting in accordance with generally
accepted auditing standards and issuing reports thereon. The Audit Committee’s responsibility is to monitor and oversee
these processes.
Based on the foregoing review and discussions
with management and a review of the report of EY with respect to the Audited Financial Statements and the other matters described
above, and relying thereon, the Audit Committee has recommended to the Board the inclusion of the Audited Financial Statements
in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.
Members of the Audit Committee:
Bernard Lanigan, Jr., Chair
Robert O. Agbede
Ian McGuire
William N. Thorndike, Jr.
The foregoing Audit Committee Report does
not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of CNX under
the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), except to the extent that the Corporation specifically incorporates the Audit Committee Report by
reference therein.
Independent Registered Public Accounting
Firm
EY was the independent registered public
accounting firm selected by the Corporation’s Audit Committee as the independent auditor for the fiscal years ended December
31, 2023 and December 31, 2022.
The following table presents fees billed
for professional audit services rendered by EY in connection with its audits of CNX’s annual financial statements for the
years ended December 31, 2023 and December 31, 2022 and fees for other services rendered by EY during those periods.
| | |
2022 | | |
2023 | |
| Audit Fees(1) | |
$ | 1,520,628(2) | | |
$ | 1,382,786(2) | |
| Audit-Related Fees | |
$ | — | | |
$ | — | |
| Tax Fees | |
$ | — | | |
$ | — | |
| All Other Fees(3) | |
$ | 4,190 | | |
$ | 4,190 | |
| TOTAL | |
$ | 1,524,818 | | |
$ | 1,386,976 | |
| (1) |
Fees for audit services include fees associated with the annual audit, including the audit of internal
control over financial reporting, the reviews of the Corporation’s quarterly reports on Form 10-Q and also include fees
associated with comfort letters issued in conjunction with certain of the Corporation’s capital markets transactions. |
| (2) |
Includes $237,475 in 2023 and $237,091 in 2022 for audit fees related to CNXM. |
| (3) |
Fees were for a subscription to EY’s GAAIT service, an electronic accounting and research tool offered by EY. |
 2024
PROXY STATEMENT |
│ 34 |
Audit Committee Pre-Approval of Audit and
Permissible Non-Audit Services
The Audit Committee pre-approves all audit
and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit
services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval
of services provided by the independent registered public accounting firm. Under the policy, proposed services may require specific
pre-approval by the Audit Committee or alternatively, may be generally pre-approved without consideration of specific case-by-case
services. In either case, the Audit Committee must consider whether such services are consistent with SEC rules on auditor
independence. The policy allows for certain enumerated services to be generally pre-approved for a period of 12 months, including
integrated audits of financial statements and internal controls, services associated with periodic reports or SEC registration
statements, and services related to compliance with financial, accounting or regulatory matters. Services that fall outside the
generally pre-approved categories are required to be specifically approved, on a case-by-case basis, by the Audit Committee. The
Chair of the Audit Committee is authorized to pre-approve services on behalf of the Audit Committee, provided that any such pre-approval
decisions are presented to the full Audit Committee at the next scheduled meeting.
All the services related to audit fees and
all other fees performed by EY during fiscal years 2022 and 2023 were pre-approved in accordance with the pre-approval policy and
procedures adopted by the Audit Committee.
| 2024
PROXY STATEMENT |
│ 35 |
