Sunoco 2015 Annual Report Download - page 109

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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 2015. In conjunction with its 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.
Compensation Committee
The Compensation Committee establishes standards and makes recommendations concerning the compensation of the
officers and directors of our general partner. In addition, the Compensation Committee determines and establishes the standards
for any awards to the employees and officers of our general partner under the equity compensation plans, including the
requirements pertaining to the vesting of any such awards. The current members of the Compensation Committee are: Scott A.
Angelle (Chairman), Marshall S. ("Mackie") McCrea, III, Steven R. Anderson, Basil Leon Bray, Michael J. Hennigan, and
James R. ("Rick") Perry. Since Mr. McCrea is Group Chief Operating Officer and Chief Commercial Officer of LE GP, LLC
(hereinafter referred to as "ETE's general partner"), the general partner of Energy Transfer Equity, L.P. ("ETE"), and Mr.
Hennigan is also an officer of our general partner, they each recuse themselves from Compensation Committee decisions
relating to equity compensation awards (including awards under the Sunoco Partners LLC Long-Term Incentive Plan, as
amended and restated (the "LTIP")) to executive officers of the general partner. Messrs. McCrea and Hennigan also recuse
themselves from Compensation Committee decisions relating to their own compensation or equity compensation awards, as
applicable. The Compensation Committee met four times during 2015.
Conflicts Committee
Our partnership agreement provides that the Board 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 believes there may be a conflict of
interest in order to determine if the resolution of such conflict proposed by our general partner is fair and reasonable to us and
our unitholders. As a policy matter, the Conflicts Committee generally reviews any proposed related-party transaction that may
be material to us to determine if the transaction presents a conflict of interest between ETP and/or its affiliates and us and
determines whether the resolution or transaction is fair and reasonable to us. Pursuant to the terms of our partnership
agreement, any matters approved by the Conflicts Committee will be conclusively deemed to be fair and reasonable to us and
not a breach by the general partner or the Board of any duties they may owe to the members of our general partner or our
unitholders. The members of the Conflicts Committee consist of certain directors of our general partner who are not also
executive officers of our general partner or its affiliates. The current members of the Conflicts Committee are: Steven R.
Anderson (Chairman), Scott A. Angelle and Basil Leon Bray. The Conflicts Committee met four times during 2015.
Corporate Governance
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 our
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 at www.sunocologistics.com, 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 "Investors - 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 Securities and Exchange Commission ("SEC").