Sunoco 2014 Annual Report Download - page 109

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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. The membership interests in our general partner are owned 99.9 percent by Energy Transfer Partners, L.P., a
Delaware limited partnership ("ETP"), and 0.1 percent by ETE Common Holdings, LLC, a Delaware limited liability company
("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 directors of our general partner. Our general partner's limited liability
company agreement provides that our general partner's Board of Directors (the "Board") shall consist of between three and
twelve persons, at least three of whom are required to qualify as independent directors. As of December 31, 2014, the Board
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 crude oil, refined products and natural gas liquids operations
or finance, and a history of service in senior leadership positions.
The Board met four times during 2014. The Board has established standing committees to consider designated matters.
The standing committees of the Board 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 has elected to have a standing compensation committee. The Board has adopted
governance guidelines for the Board and charters for each of the Audit, Compensation, and Conflicts Committees.
Audit Committee
The Board has established an Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of
1934. The Board 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 407(d)(5) of Regulation S-K. The Board has determined that based on relevant experience, Audit Committee member
Basil Leon Bray qualified as an audit committee financial expert during 2014. 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 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 relating to our audited financial statements. The Audit Committee periodically recommends to the Board any changes
or modifications to its charter that may be required or desired. The Audit Committee has received written disclosures and the letter
from Grant Thornton LLP ("Grant Thornton"), required by applicable requirements of the Audit Committee concerning
independence, and has discussed with Grant Thornton regarding the firm's independence.
The current members of the Audit Committee are: Basil Leon Bray (Chairman), Steven R. Anderson and Scott A. Angelle.
The Audit Committee met four times during 2014. In conjunction with its regular meetings, the Audit Committee also meets in