Energy Transfer 2010 Annual Report Download - page 98

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board of Directors
Energy Transfer Partners GP, L.P. is our general partner. 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. 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. Our 9 current directors include ETP LLC’s Chief
Executive Officer and ETP LLC’s President.
From January 1, 2010 until May 26, 2010, our Board of Directors was comprised of 11 persons, eight of whom
qualified as “independent” under the NYSE’s corporate governance standards. On May 26, 2010, Mr. Harkey,
who qualified as independent, and Mr. John W. McReynolds ceased to serve on our Board of Directors. Of our
current 9 directors, we have determined that Messrs. Albin, Byrne, Collins, Glaske, Grimm and Turner all meet
the NYSE’s independence requirements.
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.
Board Leadership Structure. 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 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.
Risk Oversight. 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
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