ACCESS MIDSTREAM PARTNERS, L.P. (ACCESS MIDSTREAM PARTNERS GP, L.L.C.) CORPORATE GOVERNANCE GUIDELINES

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1 ACCESS MIDSTREAM PARTNERS, L.P. (ACCESS MIDSTREAM PARTNERS GP, L.L.C.) CORPORATE GOVERNANCE GUIDELINES Access Midstream Partners, L.P. ( Partnership ) is a master limited partnership, governed by a limited partnership agreement, created under Delaware law. The First Amended and Restated Agreement of Limited Partnership of Access Midstream Partners, L.P., as amended ( Partnership Agreement ), to which all limited partners ( unitholders ) are parties, sets forth the rights of the unitholders. The unitholders do not participate in the management of the Partnership or in the selection or election of the board of directors of the General Partner (defined below). Under the Partnership Agreement, management of the Partnership is vested in the general partner of the Partnership, Access Midstream Partners GP, L.L.C. (the General Partner ). The General Partner is governed by the Fifth Amended and Restated Limited Liability Company Agreement of Access Midstream Partners GP, L.L.C. (as amended from time to time, the General Partner Agreement ) and Delaware law. References to the board of directors in the Partnership Agreement are defined to mean the board of directors of the General Partner ( Board ), which generally has been delegated power and authority to manage the affairs of the Partnership. The Partnership s common units are traded on the New York Stock Exchange ( NYSE ). The NYSE has recognized the distinctive characteristics of partnerships in the application of NYSE listing standards regarding corporate governance. The Board has adopted the governance guidelines set forth below. These guidelines set forth certain goals and expectations of the Board, but are not intended to bind the Board in any particular circumstance or to affect the Board s obligations or authority under the Partnership Agreement, the General Partner Agreement, NYSE rules, or applicable laws and regulations. To the extent that these guidelines conflict with any provision of the Partnership Agreement or the General Partner Agreement, the provisions contained in the applicable agreement will govern. I. BOARD COMPOSITION AND DIRECTOR QUALIFICATIONS The General Partner Agreement describes the composition of the Board and provides that the Board will consist of up to 14 directors. The Board will have at least 3 directors who are independent as defined under the independence standards established by the Securities and Exchange Commission and NYSE. The Board will affirmatively determine annually whether each member of its Audit Committee is independent. In order to determine if a director qualifies as independent, the Board will broadly consider all relevant facts and circumstances, and will apply the standards set forth in Section 303A.02 of the NYSE Listed Company Manual and any other applicable standards. The Board will regularly examine all commercial relationships between the Partnership and any independent director (or any business organization with which the director is affiliated). The Board may, within the parameters of NYSE listing requirements, establish categorical standards for such relationships pursuant to which, if a relationship falls within such standards, the relationship will be presumed not to affect the independence of the director involved. No director should serve on so many other public or private company boards that his or her ability to devote the time and attention to duties to the Board would be compromised. Determination of the existence of such a situation would be subject to the discretion of the Board. Directors will advise the Chief Executive Officer ( CEO ) of the General Partner in advance of accepting an invitation to serve on another public company s board. No member of the Audit Committee will simultaneously serve on more than 2 other public company audit committees. Page 1 of 5

2 II. DIRECTOR RESPONSIBILITIES AND CONDITIONS OF SERVICE A. Board Function The function of the Board is: to provide guidance to and controls on the activities of the Partnership through the exercise of the business judgment of each individual director. In discharging that obligation, directors should be entitled to rely on the honesty and integrity of the General Partner s management and outside advisors and auditors. B. D&O Insurance The directors are entitled to cause the Partnership to purchase reasonable directors and officers liability insurance on their behalf, which may provide indemnification to the fullest extent permitted by law, the Partnership Agreement and the General Partner Agreement, and exculpation as provided by state law, the Partnership Agreement, and the General Partner Agreement. C. Code of Ethics The General Partner s Code of Business Conduct and Ethics ( Code ) sets the standards of business conduct for all directors, officers, and employees of the General Partner and the Partnership. Members of the Board are expected to comply with the Code. It is not expected that there will be waivers from the Code. Any waiver applicable to an executive officer or director must be approved by the Board or the Audit Committee and promptly disclosed to the Partnership s unitholders. III. MEETINGS A. Regular, Special, and Attendance and Preparation The Board will have regular meetings at least once a quarter and will have special meetings as circumstances dictate. All directors are expected to attend each meeting of the Board and of the committees on which they serve, absent compelling circumstances all directors are also expected to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Pertinent information will generally be distributed in writing to the directors before the meeting, and directors will review these materials in advance of the meeting. B. Chairman The Board will elect a Chairman of the Board annually. The Board is currently led by a non-employee Chairman. The Board retains the right to exercise its discretion in combining or separating the positions of Chairman of the Board and Chief Executive Officer in the future. The Chairman of the Board will (i) preside at all meetings of the Board as well as executive sessions of non-employee directors; and (ii) in consultation with the appropriate directors and management, establish the agenda for each Board meeting. Each director is free to suggest the inclusion of items on the agenda. Each director is free to raise, at any Board meeting, issues or recommendations that are not on the agenda for that meeting. The Board will review the Partnership s strategic plan and related issues during at least one Board meeting each year. C. Executive Sessions The non-employee directors will meet in executive session without management participation at regularly scheduled executive sessions. The directors meeting in executive session do not constitute a committee of the Board and therefore will not take action at such sessions, although the participating directors may make recommendations for consideration by the full Board. If the non-management directors include directors who are not independent, the independent directors will meet separately in executive session not less than once a year. Executive sessions will be chaired by the Chairman of the Board if such person is an independent director and by the chair of the Audit Committee if the Page 2 of 5

3 Chairman of the Board is not an independent director. D. Interested Party Concerns to Audit Committee The Partnership will disclose in its Annual Report on Form 10-K a method by which interested parties may make their concerns known to the non-employee directors or to the Audit Committee. IV. BOARD COMMITTEES A. Types of Committees Board committees will at all times include an Audit Committee, a Compensation Committee, and a Conflicts Committee. The Board may, from time to time, establish or maintain additional committees as necessary or appropriate. The Board, after consultation with the Chairman, will appoint the chairperson and other members of the committees annually. B. Members The Audit Committee will consist of at least 3 members. All of the members of the Audit Committee and all members of the Conflicts Committee will be independent directors under the criteria established by the Securities and Exchange Commission and NYSE. In addition, Board members who serve on the Audit Committee must meet additional, heightened independence criteria applicable to audit committee members in the NYSE Listing Company Manual. The members of all other committees will be selected based on the experience and skills of the potential members. C. Charters Each of the Audit Committee, the Compensation Committee, and the Conflicts Committee will have its own charter. The charters will set forth the purposes and responsibilities of the committees. D. Meetings and Report to Board The Chairperson of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee s charter. The Chairperson of each committee, in consultation with the appropriate members of the committee and management, will develop the committee s agenda. Each committee will keep the full Board apprised of its work, unless the circumstances otherwise warrant. V. DIRECTOR ACCESS TO OFFICERS AND INDEPENDENT ADVISORS A. Full and Free Access Directors have full and free access to the senior management of the General Partner. The directors will use their judgment to ensure that any such contact is not disruptive to the business operations of the Partnership and will, as appropriate under the circumstances, advise the CEO or Secretary of the General Partner of such contact. At each Board meeting, the Board welcomes regular attendance of the executive officers and other members of senior management of the General Partner. B. Advisors The Board and each committee have the power to engage independent legal, financial, or other advisors as they may deem necessary, at the expense of the Partnership, without consulting or obtaining the approval of any officer of the General Partner in advance. It is contemplated, however, that in most circumstances the Board or such committee would consult with the CEO or General Counsel in connection with such engagement. Page 3 of 5

4 VI. DIRECTOR COMPENSATION The Compensation Committee will conduct regular reviews of director compensation. The Compensation Committee will make recommendations to the Board with respect to the form and amount of director compensation. The Partnership will not extend or arrange for the extension of credit in the form of a personal loan to any director or executive officer of the General Partner. The Partnership will pay no fees (including any direct or indirect consulting, advisory, or other compensatory fee) to any independent director other than the fees associated with Board or committee membership and meeting attendance. Fees may include grants of equity interests in the Partnership. VII. CONFLICTS OF INTEREST A. Report of Conflict A director is expected to bring to the attention of the Board any conflict or potential conflict of interest that may arise between the director or any affiliate of the director, on the one hand, and the Partnership or the General Partner on the other. The resolution of any such conflict or potential conflict will, at the discretion of the Board in light of the circumstances, be determined by a majority of the disinterested directors. B. Resolution of Conflict If a conflict or potential conflict of interest arises between the Partnership and the General Partner, the resolution of any such conflict or potential conflict should be addressed by the Board in accordance with the provisions of the Partnership Agreement and the General Partner Agreement. At the discretion of the Board or the sole member of the General Partner ( Sole Member ) in light of the circumstances, the resolution may be determined by the Board in its entirety by a standing committee, by a special committee or by a Conflicts Committee meeting the definitional requirements for such a committee under the Partnership Agreement. Such resolution may include resolution of any derivative conflicts created by an executive officer s ownership of interests in the General Partner or any of its affiliates or a director s designation by an owner of the General Partner. VIII. DIRECTOR ORIENTATION AND CONTINUING EDUCATION All new directors must participate in an orientation process regarding the Partnership. This orientation will include presentations by senior management to familiarize new directors (to the extent not already familiar with such items) with the Partnership s strategic plans; its significant financial, accounting and risk management issues and policies; its compliance programs; its Code of Business Conduct and Ethics; its principal officers; and its internal and independent auditors. All directors are invited to attend any aspect of the orientation process. Management will, as circumstances warrant, present to the Board educational materials regarding the Partnership s business, as well as ongoing developments with respect to specific, relevant issues such as corporate governance principles. The Partnership will reimburse directors for costs associated with attending professionally sponsored director education programs. IX. CEO EVALUATION AND MANAGEMENT SUCCESSION A. CEO Performance The Compensation Committee will conduct an annual review of the CEO s performance, as set forth in its charter. The Board will review the Compensation Committee s report in order to ensure that the CEO is providing the best leadership for the Partnership, from both a short-term and long-term perspective. Page 4 of 5

5 B. Succession Planning At least once each year, the Board will devote a portion of an executive session to discuss succession planning and to identify plausible succession needs and scenarios. The CEO will present his or her assessment of the strength and depth of the organization as well as succession considerations of senior management positions deemed critical. In addition, the CEO will share his evaluation of potential CEO successors identified within and outside the organization and his recommendations with respect to specific scenarios posed by the Board. X. PERIODIC PERFORMANCE EVALUATION The Board will conduct a periodic self-evaluation to determine whether it and its committees are functioning effectively. XI. CHANGE OF POSITION/SERVICE ON OTHER BOARDS A. Independent Directors The Board does not believe that independent directors who change the position of professional responsibility or primary corporate affiliation they held when they were elected to the Board should necessarily resign from the Board. The Board believes that there should, however, be an opportunity for the Board and the Sole Member to review the continued appropriateness of Board membership under the circumstances. Any independent director who changes his or her position of professional responsibility or primary corporate affiliation will be expected to act in accordance with the Board's recommendation. B. Consult on Service Although the Board has not established a formal limit on the number of other public company boards on which Directors may serve, it is understood that a director will consult with the Board and the Sole Member before accepting a new board position for another public entity. XII. REVIEW OF GUIDELINES The Board will review these guidelines periodically, in light of the self-evaluation of the Board as well as regulatory developments. XIII. POSTING REQUIREMENT The Partnership will post these guidelines on the Partnership s website. Page 5 of 5

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