Energy Transfer 2010 Annual Report Download - page 100

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. Paul E. Glaske, Michael K.
Grimm and Bill W. Byrne currently serve on the Audit Committee and Mr. Glaske serves as the chairman of the
Audit Committee. John D. Harkey, Jr. served on the Audit Committee through May 26, 2010 at which time he
ceased to serve on our Board of Directors. Mr. Harkey served as a member or chairman of the audit committee of
three other publicly traded companies, in addition to his service as a member of the Audit Committee of our
General Partner and the Audit Committee of the General Partner of ETE. As required by Rule 303A.07 of the
NYSE Listed Company Manual, the Board of Directors of our General Partner has determined that such
simultaneous service did not impair Mr. Harkey’s ability to effectively serve on our Audit Committee.
Mr. Grimm was appointed to the Audit Committee on July 27, 2010.
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,
Bill W. Byrne and Ray C. Davis serve as the members of the Compensation Committee and Mr. Grimm serves as
the chairman of the Compensation Committee.
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
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