Sunoco 2014 Annual Report Download - page 110

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executive session without members of management present. Mr. Bray, as Chairman of the Audit Committee, leads these
executive session meetings, the purpose of which is to promote open and candid discussion among the independent directors.
Compensation Committee
The Compensation Committee establishes standards and makes recommendations concerning the compensation of the officers
and directors of our general partner. In addition, the Compensation Committee determines and establishes the standards for any
awards to the employees and officers of our general partner under the equity compensation plans, including the requirements
pertaining to the vesting of any such awards. The current members of the Compensation Committee are: Scott A. Angelle
(Chairman), Steven R. Anderson, Basil Leon Bray, Michael J. Hennigan, and Marshall S. (Mackie) McCrea, III. Since Mr. Hennigan
is also an officer of our general partner, and since Mr. McCrea is President, Chief Operating Officer and Director of ETP's general
partner, they each recuse themselves from Compensation Committee decisions relating to equity compensation awards, including
awards under the Sunoco Partners LLC Long-Term Incentive Plan (the "LTIP"), to executive officers of the general partner. Mr.
Hennigan also recuses himself from Compensation Committee decisions relating to his own compensation. The Compensation
Committee held six (four regular and two special) meetings during 2014.
Conflicts Committee
Our partnership agreement provides that the Board 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 believes there may be a conflict of interest
in order to determine if the resolution of such conflict proposed by our general partner is fair and reasonable to us and our unitholders.
As a policy matter, the Conflicts Committee generally reviews any proposed related-party transaction that may be material to us
to determine if the transaction presents a conflict of interest between ETP and/or its affiliates and us and determines whether the
resolution or transaction is fair and reasonable to us. 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 us and not a breach by the general partner or
its Board of any duties they may owe to the members of our general partner or our unitholders. The members of the Conflicts
Committee consist of those directors of our general partner who are not also executive officers of our general partner or its parent.
The current members of the Conflicts Committee are: Steven R. Anderson (Chairman), Scott A. Angelle and Basil Leon Bray. The
Conflicts Committee did not meet during 2014.
Corporate Governance
Our general partner has adopted a Code of Ethics for Senior Officers, which applies to the principal executive officer, the
principal financial officer, the principal accounting officer, the treasurer and persons performing similar functions for our
general partner and its subsidiaries. In addition, our general partner has adopted a Code of Business Conduct and Ethics, which
applies to all directors, officers and employees. The Code of Business Conduct and Ethics addresses ethical handling of actual
or apparent conflicts of interest; compliance with applicable laws, rules and regulations; full, fair, accurate, timely and
understandable disclosure in public communications; and prompt internal reporting of violations. In accordance with the
disclosure requirements of applicable law or regulation, we intend to disclose any amendment to, or waiver of, any provision of
these codes, on our website at www.sunocologistics.com, via a press release, or under Item 5.05 of a Current Report on Form 8-
K.
We make available, free of charge within the "Investors - Corporate Governance" section of our website at
www.sunocologistics.com, and in print to any unitholder who so requests, the Code of Ethics for Senior Officers, the Code of
Business Conduct and Ethics, the Audit Committee Charter, the Compensation Committee Charter, the Conflicts Committee
Charter, the Corporate Governance Guidelines and our limited partnership agreement. The information contained on, or
connected to, our internet website is not incorporated by reference into this Form 10-K and should not be considered part of
this or any other report that we file with, or furnish to, the Securities and Exchange Commission ("SEC").
Communication with the Board of Directors
In order that interested parties may be able to make their concerns known to the independent directors, our unitholders
and other interested parties may communicate directly with the Board, with the independent directors as a group, or with any
director or committee chairperson by writing to such parties in care of Kathleen Shea-Ballay, Senior Vice President, General
Counsel and Secretary, Sunoco Partners LLC, 1818 Market Street, Suite 1500, Philadelphia, PA 19103-3615. Communications
may be submitted confidentially and anonymously. Under certain circumstances, the general partner or we may be required by
law to disclose the information or identity of the person submitting the communication.
Communications addressed to the Board generally will be forwarded either to the appropriate committee chairperson or to
all directors. Certain concerns communicated to the Board also may be referred to the general partner's internal auditor or its
General Counsel, in accordance with the general partner's regular procedures for addressing such concerns. The chairman of the