Sunoco 2013 Annual Report Download - page 106

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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board of Directors
Our general partner, Sunoco Partners LLC, a Pennsylvania limited liability company, manages our operations and
activities. Prior to October 5, 2012, our general partner was a wholly-owned indirect subsidiary of Sunoco, Inc., a Pennsylvania
corporation (“Sunoco”). On October 5, 2012, Sunoco merged with certain affiliates of Energy Transfer Partners, L.P., a
Delaware limited partnership (“ETP”), and is now a wholly-owned, indirect subsidiary of ETP and its affiliates (such
transaction, the “Merger”). In connection with the Merger, Sunoco transferred its membership interests in our general partner to
ETP. Subsequent to such transfer, ETE Common Holdings, LLC, a Delaware limited liability company (“ETE Holdings”),
became a member of our general partner. As a result, ETP owns a 99.9% equity interest in our general partner, and the
remaining 0.1% equity interest is owned by ETE Holdings.
As the sole members of our general partner, ETP and ETE Holdings are entitled under the limited liability company
agreement of Sunoco Partners LLC to appoint all of the directors of our general partner. Our general partner’s limited liability
company agreement provides that our general partner’s Board of Directors (the “Board of Directors”) shall consist of between
three and twelve persons, at least three of whom are required to qualify as independent directors. As of December 31, 2013, the
Board of Directors consisted of eight persons, three of whom qualify as “independent” under the listing standards of the New
York Stock Exchange (“NYSE”) and our governance guidelines. The directors who qualify as “independent” under the NYSE’s
listing standards and our governance guidelines are Steven R. Anderson, Scott A. Angelle and Basil Leon Bray.
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 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. We believe, however, that ETP and ETE Holdings have appointed
as directors individuals with experience, skills and qualifications relevant to our business, such as experience in energy or
related industries, experience with financial markets, expertise in refined products and crude oil operations or finance, and a
history of service in senior leadership positions.
The Board of Directors held six (4 regular and 2 special) meetings during 2013. The Board of Directors has established
standing committees to consider designated matters. The standing committees of the Board of Directors are: the Audit
Committee, the Compensation Committee and the Conflicts Committee. The listing standards of the NYSE do not require
boards of directors of publicly-traded master limited partnerships to be composed of a majority of independent directors nor are
they required to have a standing nominating or compensation committee. Notwithstanding, the Board of Directors has elected
to have a standing compensation committee. The Board of Directors has adopted governance guidelines for the Board of
Directors and charters for each of the Audit, Compensation, and Conflicts Committees.
Audit Committee
The Board of Directors has established an Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange
Act of 1934. 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 of Directors 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 407(d)(5) of Regulation S-K. The Board of Directors has determined that based on relevant
experience, Audit Committee member Basil Leon Bray qualified as an audit committee financial expert during 2013. A description
of the qualifications of Mr. Bray may be found elsewhere in this Item 10 under “Directors and Executive Officers of Sunoco
Partners LLC (our 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 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