Sunoco 2012 Annual Report Download - page 119

relationship with us, or our general partner. In making this determination, the Board of Directors adheres to the
specific tests for independence included in the NYSE listing standards and our governance guidelines, and
considers all of the facts and circumstances it deems necessary or advisable to make such a determination. The
Board of Directors has determined affirmatively that Messrs. Anderson, Angelle, and Bray each qualify as
“independent” under the NYSE listing standards and our governance guidelines (the “independent directors”).
The Board of Directors also has determined that, based upon relevant experience, Mr. Bray is an “audit
committee financial expert,” as defined in Item 407 of Regulation S-K of the Securities Exchange Act of 1934, as
amended. A description of each member’s qualifications may be found elsewhere in this Item 10. Periodically,
the Audit Committee meets separately with management, the independent auditors and personnel responsible for
the internal audit function. In conjunction with regular meetings, the Audit Committee also meets in 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.
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 of Directors, 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 of Directors generally will be forwarded either to the appropriate
committee chairperson or to all directors. Certain concerns communicated to the Board of Directors 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 general partner’s Audit Committee, or the
chairman of the Board of Directors, may direct that certain concerns be presented to the Audit Committee, or to
the full Board of Directors, or that such concerns otherwise receive special treatment, including retention of
external counsel or other advisors. No material actions were taken by the Board of Directors because of
communications from unitholders or others received during 2012.
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 the 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, 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 “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 SEC.
Directors and Executive Officers of Sunoco Partners LLC (our General Partner)
Our common unit holders do not nominate candidates for, or vote for the election of, the directors of the
Board of Directors. Our general partner is a limited liability company, and its directors are elected by ETP, as
sole member of our general partner. The executive officers of the general partner are appointed by the Board of
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