Corporate Governance Guidelines

Audited Financial Statements
Williams Partners' Investor Relations will provide hard copy audited financial statements free of charge. Please contact:
Sharna Reingold
Phone: 918-573-2078 or 800-600-3782

Non-Management Director Contacts
Williams Partners L.P.
c/o Williams Partners LP GP LLC
One Williams Center, Suite 4700
Tulsa, Oklahoma 74172
Attn: Presiding Director

Williams Partners L.P.
c/o Williams Partners LP GP LLC
One Williams Center, Suite 4700
Tulsa, Oklahoma 74172
Attn: Corporate Secretary

Accounting or Auditing Concerns or Complaints

Please direct any concerns or complaints about accounting, internal accounting controls or auditing matters to:

Williams Partners L.P.
ATTN: Business Ethics Resource Center
MD 47
One Williams Center
Tulsa, Oklahoma 74172
All such concerns or complaints will be received and processed by the Williams Business Ethics Resource Center and reported to the Audit Committee.
Corporate Governance Guidelines
(adopted November 16, 2012 )

The Board of Directors (the “Board”) of Williams Partners GP LLC (the “General Partner”), the general partner of Williams Partners L.P. (the “Partnership”), has adopted the following corporate governance guidelines (the “Guidelines”) to provide a framework for the functioning of the Board and its committees. The Guidelines are posted on the Partnership’s website and are also available in print to any unitholder requesting them.

I. Director Qualification Standards.

A. Independent Directors.

Because the Partnership is a limited partnership, the Board is not required to be composed of a majority of directors who meet the criteria for independence required by the New York Stock Exchange (the “NYSE”), the U.S. Securities and Exchange Commission (the “SEC”) and any other applicable statutes, rules, or regulations. However, at least three members of the Board will be “independent” directors as defined by the rules of the NYSE. The Board will annually review the independence of directors and affirmatively make a determination that each director expected to be independent has no material relationship with the General Partner (either directly or indirectly or as a partner, shareholder, or officer of an organization that has a relationship with the General Partner). In order to make this determination, the Board will broadly consider all relevant facts and circumstances and will apply the rules of the NYSE.

B. Term.
Directors are elected or approved by the members of the General Partner at an annual meeting of the members and serve as a director for a term of one year (or their earlier death or removal from office) or until their successors have been elected and qualified. Directors chosen to fill vacancies and newly created directorships hold office until the next annual meeting of the members of the General Partner and until his or her successor has been duly elected and qualified, unless sooner displaced.

II. Director Responsibilities.
The basic responsibility of directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Partnership, the General Partner, and unitholders. In discharging that obligation, directors may rely on the honesty and integrity of management and the Partnership’s outside advisors and auditors. The Board focuses on the following core responsibilities:
  • Evaluating and approving the Partnership’s strategic and financial plans and monitoring the implementation and results of those plans.
  • Succession planning for the Chairman of the Board and Chief Executive Officer of the General Partner.
  • Monitoring the financial performance of the Partnership.
  • Assessing the performance of the Chief Executive Officer of the General Partner.
  • Overseeing compliance with laws, regulations, and standards.
  • Assessing whether appropriate processes are in place to properly manage the General Partner and the Partnership.
A. Committees.
The Board has an audit committee and a conflicts committee. Because the Partnership is a limited partnership, the NYSE does not require the Board to have a compensation or nominating and governance committee. The Board has chosen not to have a compensation committee or a nominating and corporate governance committee, but instead prefers the full Board to provide those functions. The audit committee has a written charter setting forth duties, authority, and responsibilities. The conflicts committee reviews specific matters that the Board believes may involve a conflict of interest with the General Partner and its affiliates and determines such matters in accordance with the standards set forth in the Partnership’s partnership agreement as then in effect. Any matters approved by the conflicts committee are conclusively deemed to be fair and reasonable to the Partnership, approved by all of the Partnership’s partners, and not a breach by the General Partner of any duties it may owe to the Partnership or its unitholders.

Each committee of the Board will be composed of members that meet, as applicable, the independence and experience requirements of the NYSE, the SEC and any other applicable statutes, rules or regulations. In addition, members of the conflicts committee may not be (1) security holders, officers, or employees of the General Partner, (2) officers, directors, or employees of any affiliate of the General Partner, or (3) holders of any ownership interest in the Partnership or its subsidiaries other than common units. Committee members, including the chairman of each committee, are appointed by the Board and may be removed by the Board at any time, with or without cause, provided that the Board must, at all times, assure that the committee will have a Chairman and sufficient members to satisfy requirements relating to the number and qualifications of Committee members. Additional qualification requirements for members of the audit committee are described in the committee’s charter.

The Board may, from time to time, establish or maintain additional committees as it deems necessary or appropriate.

B. Meeting Attendance.
Directors are expected to attend at least 75 percent of regular Board meetings and meetings of the committees on which they serve, either in person or telephonically. Directors are expected to devote as much time as necessary to discharge their responsibilities as directors of the General Partner and the committees on which they serve.

C. Agenda Items for Board Meetings.
The Chairman of the Board establishes the Board meeting agenda in consultation with the executive officers of the General Partner, the Presiding Director (as described in II.E below), and the Corporate Secretary of the General Partner. All directors are encouraged to suggest agenda topics and are free to raise any subject at a meeting that is not on the agenda for that meeting.

D. Meeting Materials; Preparation; Participation.
Written materials are generally distributed to the directors at least one week in advance of each regular Board or audit committee meeting. In some cases, due to the sensitive nature of an issue or if an issue arises without sufficient time to complete distribution of materials within this time frame, materials shall be presented only at the meeting. Directors are expected to be prepared for meetings by reviewing in advance materials and otherwise to participate actively in the Board’s or committee’s deliberations.

E. Presiding Director; Executive Sessions of Non-Management Directors.
At least semi-annually, the non-management directors will meet outside the presence of executive officers. The chairman of the audit committee will serve as the Presiding Director for meetings of the non-management directors and executive sessions of the independent directors. The non-management directors also have the opportunity to meet in executive session in connection with each regularly scheduled meeting of the Board. In addition, independent directors will meet in executive session at least annually.

F. Access to Non-Management Directors.
Interested parties wishing to communicate with the non-management directors individually or as a group, may do so by contacting them in care of the Corporate Secretary or the Presiding Director. The Partnership publishes on its website a mailing address and email address for this purpose.

III. Access to Management, Employees, and Independent Advisors.
The Board at all times has full, free, and direct access to members of management, employees of affiliates performing services for the Partnership or the General Partner, and any employees of the General Partner. The Board and its committees also have the right at any time to retain independent advisors for legal, financial, or other services as they may deem necessary.

IV. Director Compensation.
Directors who are officers or employees of the Partnership, General Partner, or their affiliates do not receive additional compensation for Board service. All other directors receive compensation for service on the Board. The Board will set and periodically review compensation levels for eligible directors with the goal to fairly and reasonably compensate such persons commensurate with their duties as directors. The Board periodically reviews the status of such compensation in relation to other comparable U.S. companies or entities to assess whether compensation is competitive to attract and retain the most qualified candidates. In setting compensation levels for eligible directors, the Board will consider that directors’ independence may be jeopardized when directors’ compensation exceeds what is customary or if the General Partner or the Partnership makes substantial charitable contributions to organizations in which a director is affiliated, or enters into consulting contracts with (or provides other indirect forms of compensation to) a director.

V. Director Orientation and Continuing Education.
Management, working with the Board, will provide an orientation program for new directors, including background material on the Partnership and General Partner and meetings with senior management. Periodically, management will inform directors about education opportunities relevant to the Partnership and their duties as Board members.

VI. Management Succession and Performance Evaluation.
The Board will set policies regarding succession in the event of an emergency or the retirement of the Chief Executive Officer. Additionally, the Board will oversee selection of the Chief Executive Officer, after consultation with the presiding Chief Executive Officer, and review the performance of the Chief Executive Officer on an annual basis. The Board will also have available on a continuing basis, the presiding Chief Executive Officer’s recommendation of a potential successor in the event of an emergency or the retirement of the Chief Executive Officer.

VII. Annual Performance Evaluation of the Board.
The Board will conduct an annual evaluation to determine whether it and its committees are functioning effectively.


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