Energy Transfer 2013 Annual Report Download - page 120

Table of Contents
The Compensation Committee’s responsibilities include, among other duties, the following:
•annually review and approve goals and objectives relevant to compensation of the CEO, if applicable;
•annually evaluate the CEO’s performance in light of these goals and objectives, and make recommendations to the Board of Directors with respect to the
CEO’s compensation levels, if applicable, based on this evaluation;
•based on input from, and discussion with, the CEO, make recommendations to the Board of Directors with respect to non-CEO executive officer
compensation, including incentive compensation and compensation under equity- based plans;
•make determinations with respect to the grant of equity-based awards to executive officers under our equity incentive plans;
•periodically evaluate the terms and administration of ETP’s short-term and long-term incentive plans to assure that they are structured and administered
in a manner consistent with ETP’s goals and objectives;
•periodically evaluate incentive compensation and equity-related plans and consider amendments, if appropriate;
•periodically evaluate the compensation of the directors;
•retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or executive officer compensation; and
•perform other duties as deemed appropriate by the Board of Directors.
Matters relating to the nomination of directors or corporate governance matters are addressed to and determined by the full Board of Directors.
Code of Business Conduct and Ethics
The Board of Directors has adopted a Code of Business Conduct and Ethics applicable to our officers, directors and employees. Specific provisions are
applicable to the principal executive officer, principal financial officer, principal accounting officer and controller, or those persons performing similar
functions, of our General Partner. Amendments to, or waivers from, the Code of Business Conduct and Ethics will be available on our website and reported as
may be required under SEC rules. Any technical, administrative or other non-substantive amendments to the Code of Business Conduct and Ethics may not
be posted.
Meetings of Non-management Directors and Communications with Directors
Our non-management directors meet in regularly scheduled sessions. The Chairman of each of our Audit and Compensation Committee alternate as the
presiding director of such meetings.
We have established a procedure by which Unitholders or interested parties may communicate directly with the Board of Directors, any committee of the
Board, any independent directors, or any one director serving on the Board of Directors by sending written correspondence addressed to the desired person or
entity to the attention of our General Counsel at Energy Transfer Partners, L.P., 3738 Oak Lawn Avenue, Dallas, Texas 75219 or
[e-mail]. Communications are distributed to the Board of Directors, or to any individual director or directors as appropriate,
depending on the facts and circumstances outlined in the communication.
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