Energy Transfer 2015 Annual Report Download - page 125

Table of Contents
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and/or provided at such Internet addresses or at our website in general is intended or deemed to be incorporated by reference herein.
Annual Certification
We have filed the required certifications under Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 31.2 to this annual report. In 2015, our
CEO provided to the NYSE the annual CEO certification regarding our compliance with the NYSE corporate governance listing standards.
Conflicts Committee
Our Partnership Agreement provides that the Board of Directors may, from time to time, appoint members of the Board to serve on the Conflicts Committee
with the authority to review specific matters for which the Board of Directors believes there may be a conflict of interest in order to determine if the resolution
of such conflict proposed by the General Partner is fair and reasonable to the Partnership and its Unitholders. As a policy matter, the Conflicts Committee
generally reviews any proposed related-party transaction that may be material to the Partnership to determine if the transaction presents a conflict of interest
and whether the transaction is fair and reasonable to the Partnership. Pursuant to the terms of our partnership agreement, any matters approved by the
Conflicts Committee will be conclusively deemed to be fair and reasonable to the Partnership, approved by all partners of the Partnership and not a breach by
the General Partner or its Board of Directors of any duties they may owe the Partnership or the Unitholders. These duties are limited by our Partnership
Agreement (see “Risks Related to Conflicts of Interest” in Item 1A. Risk Factors in this annual report).
Audit Committee
The Board of Directors has established an Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The Board of Directors appoints
persons who are independent under the NYSE’s standards for audit committee members to serve on its Audit Committee. In addition, the Board determines
that at least one member of the Audit Committee has such accounting or related financial management expertise sufficient to qualify such person as the audit
committee financial expert in accordance with Item 407 (d)(5) of Regulation S-K. The Board has determined that based on relevant experience, Audit
Committee member David K. Skidmore qualified as Audit Committee financial expert during 2015. A description of the qualifications of Mr. Skidmore may
be found elsewhere in this Item under “Directors and Executive Officers of the General Partner.”
The Audit Committee meets on a regularly scheduled basis with our independent accountants at least four times each year and is available to meet at their
request. The Audit Committee has the authority and responsibility to review our external financial reporting, review our procedures for internal auditing and
the adequacy of our internal accounting controls, consider the qualifications and independence of our independent accountants, engage and direct our
independent accountants, including the letter of engagement and statement of fees relating to the scope of the annual audit work and special audit work
which may be recommended or required by the independent accountants, and to engage the services of any other advisors and accountants as the Audit
Committee deems advisable. The Audit Committee reviews and discusses the audited financial statements with management, discusses with our independent
auditors matters required to be discussed by auditing standards, and makes recommendations to the Board of Directors relating to our audited financial
statements. The Audit Committee periodically recommends to the Board of Directors any changes or modifications to its charter that may be required. The
Board of Directors adopts the charter for the Audit Committee. Messrs. Grimm, Perry and Skidmore currently serve on the Audit Committee.
Compensation and Nominating/Corporate Governance Committees
Although we are not required under NYSE rules to appoint a Compensation Committee or a Nominating/Corporate Governance Committee because we are a
limited partnership, our Board of Directors has established a Compensation Committee to establish standards and make recommendations concerning the
compensation of our officers and directors. In addition, the Compensation Committee determines and establishes the standards for any awards to our
employees and officers under the equity compensation plans adopted by our Unitholders, including the performance standards or other restrictions pertaining
to the vesting of any such awards. Pursuant to the charter of the Compensation Committee, a director serving as a member of the Compensation Committee
may not be an officer of or employed by the General Partner, the Partnership or its subsidiaries. Michael K. Grimm and David K. Skidmore serve as the
members of the Compensation Committee and Mr. Grimm serves as the chairman of the Compensation Committee. Our Board of Directors has determined
that both Messrs. Grimm and Skidmore are “independent” (as that term is defined in the applicable NYSE corporate governance standards).
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;
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