Energy Transfer 2015 Annual Report Download - page 124

Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board of Directors
Our General Partner manages and directs all of our activities. The activities of our General Partner are managed and directed by its general partner, ETP LLC,
which we refer to in this Item as “our General Partner.” Our officers and directors are officers and directors of ETP LLC. ETE, as the sole member of ETP LLC,
is entitled under the limited liability company agreement of ETP LLC to appoint all of the directors of ETP LLC. This agreement provides that the Board of
Directors of ETP LLC shall consist of not more than 13 persons, at least three of whom are required to qualify as independent directors. As of December 31,
2015, our Board of Directors was comprised of seven persons, four of whom qualified as “independent” under the NYSE’s corporate governance standards.
Our Board of Directors determined that Messrs. Collins, Grimm, Perry, and Skidmore all met the NYSE’s independence requirements. Our current directors
who are not independent consist of Kelcy L. Warren, ETP LLC’s Chief Executive Officer, and Matthew S. Ramsey, ETP LLC’s President and Chief Operating
Officer, as well as Tom Long, the Group Chief Financial Officer of ETE’s general partner and Marshall S. McCrea III, the Group Chief Operating Officer and
Chief Commercial Officer of ETE’s general partner.
As a limited partnership, we are not required by the rules of the NYSE to seek Unitholder approval for the election of any of our directors. We believe that
ETE has appointed as directors individuals with experience, skills and qualifications relevant to the business of the Partnership, such as experience in energy
or related industries or with financial markets, expertise in natural gas operations or finance, and a history of service in senior leadership positions. We do not
have a formal process for identifying director nominees, nor do we have a formal policy regarding consideration of diversity in identifying director nominees,
but we believe ETE has endeavored to assemble a group of individuals with the qualities and attributes required to provide effective oversight of the
Partnership.
 We have no policy requiring either that the positions of the Chairman of the Board and the Chief Executive Officer, or CEO, be
separate or that they be occupied by the same individual. The Board of Directors believes that this issue is properly addressed as part of the succession
planning process and that a determination on this subject should be made when it elects a new chief executive officer or at such other times as when
consideration of the matter is warranted by circumstances. Currently, the Board of Directors believes that the CEO is best situated to serve as Chairman
because he is the director most familiar with the Partnership’s business and industry, and most capable of effectively identifying strategic priorities and
leading the discussion and execution of strategy. Independent directors and management have different perspectives and roles in strategy development. Our
independent directors bring experience, oversight and expertise from outside the Partnership and from a variety of industries, while the CEO brings extensive
experience and expertise specifically related to the Partnership’s business. The Board of Directors believes that the current combined role of Chairman and
CEO promotes strategy development and execution, and facilitates information flow between management and the Board of Directors, which are essential to
effective governance.
One of the key responsibilities of the Board of Directors is to develop strategic direction and hold management accountable for the execution of strategy
once it is developed. The Board of Directors believes the current combined role of Chairman and CEO, together with a majority of independent board
members, is in the best interest of Unitholders because it provides the appropriate balance between strategy development and independent oversight of
management.
 Our Board of Directors generally administers its risk oversight function through the board as a whole. Our CEO, who reports to the Board of
Directors, and the other executive officers, who report to our CEO, have day-to-day risk management responsibilities. Each of these executives attends the
meetings of our Board of Directors, where the Board of Directors routinely receives reports on our financial results, the status of our operations, and other
aspects of implementation of our business strategy, with ample opportunity for specific inquiries of management. In addition, at each regular meeting of the
Board, management provides a report of the Partnership’s financial and operational performance, which often prompts questions or feedback from the Board
of Directors. The Audit Committee provides additional risk oversight through its quarterly meetings, where it receives a report from the Partnership’s internal
auditor, who reports directly to the Audit Committee, and reviews the Partnership’s contingencies with management and our independent auditors.
Corporate Governance
The Board of Directors has adopted both a Code of Business Conduct and Ethics applicable to our directors, officers and employees, and Corporate
Governance Guidelines for directors and the Board. Current copies of our Code of Business Conduct and Ethics, Corporate Governance Guidelines and
charters of the Audit and Compensation Committees of our Board of Directors are available on our website at www.energytransfer.com and will be provided
in print form to any Unitholder requesting such information.
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