Sunoco 2013 Annual Report Download - page 141

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COMPENSATION COMMITTEE REPORT
The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Sunoco Partners LLC (the
“Company”) reviews and approves the Company’s executive compensation philosophy; reviews and recommends to the Board
for approval the Company’s short- and long-term compensation plans; reviews and approves the executive compensation
programs and awards; and annually reviews, determines and approves the compensation for the Chief Executive Officer
(“CEO”) and the other executive officers (collectively, the “Named Executive Officers” or “NEOs”) of the Company as
described in the Summary Compensation Table and footnotes thereto contained in the Annual Report on SEC Form 10-K of
Sunoco Logistics Partners L.P. (the “Partnership”). The Company is the general partner of the Partnership. The Committee
Chair reports Committee actions, decisions and recommendations at the meetings of the full Board. The Committee has
authority to directly engage and consult outside advisors, experts and others to assist the Committee at the expense of the
Partnership.
As required by applicable regulations of the Securities and Exchange Commission, the Committee has reviewed the
executive compensation disclosures contained under the caption “Compensation Discussion and Analysis,” which are required
pursuant to Item 402(b) of SEC Regulation S-K, as amended. As part of this review, the Committee met with management and
with such outside consultants and experts as it has deemed necessary or advisable (with and without management present) to
discuss the scope and overall quality of the disclosure.
In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and
the Board has approved, the inclusion of the “Compensation Discussion and Analysis” in the Partnership’s Annual Report on
SEC Form 10-K for the fiscal year ended December 31, 2013, for filing with the Securities and Exchange Commission.
Respectfully submitted on February 24, 2014 by the members of the Compensation Committee of the Board of Directors
of Sunoco Partners LLC:
Scott A. Angelle (Chairman)
Steven R. Anderson
Basil Leon Bray
Michael J. Hennigan
Marshall S. (Mackie) McCrea, III