Energy Transfer 2010 Annual Report Download - page 99

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.
Please note that the preceding Internet address is for information purposes only and is not intended to be a
hyperlink. Accordingly, no information found 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 report. In 2010, 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. 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.
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 401 of Regulation S-K. The
Board has determined that based on relevant experience, Audit Committee members Paul E. Glaske and Bill W.
Byrne qualified as Audit Committee financial experts during 2010. A description of the qualifications of
Mr. Glaske and Mr. Byrne 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
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