Item 9B.
Other Information
No information was required to be disclosed in a report on Form 8-K, but not so reported, for the quarter
ended December 31, 2011.
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Management of DCP Midstream Partners, LP
We do not have directors or officers, which is commonly the case with publicly traded partnerships. Our
operations and activities are managed by our general partner, DCP Midstream GP, LP, which in turn is
managed by its general partner, DCP Midstream GP, LLC, which we refer to as our General Partner. Our
General Partner is wholly-owned by DCP Midstream, LLC. The officers and directors of our General Partner
are responsible for managing us. All of the directors of our General Partner are elected annually by DCP
Midstream, LLC and all of the officers of our General Partner serve at the discretion of the directors.
Unitholders are not entitled to participate, directly or indirectly, in our management or operations.
Board of Directors and Officers
The board of directors of our General Partner that oversees our operations currently has nine members,
four of whom are independent as defined under the independence standards established by the NYSE. The
NYSE does not require a listed limited partnership like us to have a majority of independent directors on its
general partner’s board of directors or to establish a compensation committee or a nominating committee.
However, the board of directors of our General Partner has established an audit committee consisting of four
independent members of the board, a compensation committee and a special committee to address conflict
situations.
Our General Partner’s board of directors annually reviews the independence of directors and affirmatively
makes a determination that each director expected to be independent has no material relationship with our
General Partner, either directly or indirectly as a partner, unitholder or officer of an organization that has a
relationship with our General Partner.
The executive officers of our General Partner are responsible for establishing and executing strategic
business and operation plans and managing the day-to-day affairs of our business and devoting all of their time
to our business and affairs, except Mark A. Borer, our CEO and President, who devotes more than 90% of his
time to our business and affairs. We also utilize employees of DCP Midstream, LLC to operate our business
and provide us with general and administrative services.
Meeting Attendance and Preparation
The board of directors met 12 times in 2011 and members of our current board of directors attended at
least 75% of regular and special meetings and meetings of the committees on which they serve, either in person
or telephonically, during 2011. In addition, directors are expected to be prepared for each meeting of the board
by reviewing materials distributed in advance.
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