Partnership’s financial data and its implications to the future strategic planning of the Partnership. Because
Mr. Morris has served as a director since 2005, he also brings to the board of directors, valuable historical
perspective of board and company operations.
Stephen R. Springer
— We believe that Mr. Springer is a suitable member of the board of directors
because of his extensive industry experience, including natural gas acquisitions, natural gas marketing, natural
gas gathering and processing, NGL transportation and business development. In addition, Mr. Springer’s prior
public company board experience provides the board of directors with valuable insight into public company
operations, corporate governance and compliance matters.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires DCP Midstream GP, LLC’s directors and
executive officers, and persons who own more than 10% of any class of our equity securities to file with the
Securities and Exchange Commission, or SEC, and the NYSE initial reports of ownership and reports of
changes in ownership of our common units and our other equity securities. Specific due dates for those reports
have been established, and we are required to report herein any failure to file reports by those due dates.
Directors, executive officers and greater than 10% unitholders are also required by SEC regulations to furnish
us with copies of all Section 16(a) reports they file. To our knowledge, based solely on a review of the copies of
reports and amendments thereto, furnished to us and written representations that no other reports were required
during the fiscal year ended December 31, 2011, all Section 16(a) filing requirements applicable to such
reporting persons were complied with.
Audit Committee
The board of directors of our General Partner has a standing audit committee. The audit committee is
composed of four nonmanagement directors, Paul F. Ferguson, Jr. (chairman), Frank A. McPherson, Thomas C.
Morris and Stephen R. Springer, each of whom is able to understand fundamental financial statements and at
least one of whom has past experience in accounting or related financial management experience. The board
has determined that each member of the audit committee is independent under Section 303A.02 of the NYSE
listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended. In making the
independence determination, the board considered the requirements of the NYSE and our Code of Business
Ethics. Among other factors, the board considered current or previous employment with us, our auditors or their
affiliates by the director or his immediate family members, ownership of our voting securities, and other
material relationships with us. The audit committee has adopted a charter, which has been ratified and approved
by the board of directors.
With respect to material relationships, the following relationships are not considered to be material for
purposes of assessing independence: service as an officer, director, employee or trustee of, or greater than five
percent beneficial ownership in (a) a supplier to the Partnership if the annual sales to the Partnership are less
than one percent of the sales of the supplier; (b) a lender to the Partnership if the total amount of the
Partnership's indebtedness is less than one percent of the total consolidated assets of the lender; or (c) a
charitable organization if the total amount of the Partnership’s annual charitable contributions to the
organization are less than three percent of that organization’s annual charitable receipts.
Mr. Ferguson has been designated by the board as the audit committee’s financial expert meeting the
requirements promulgated by the SEC and set forth in Item 407(d) of Regulation S-K of the Securities
Exchange Act of 1934, as amended, based upon his education and employment experience as more fully
detailed in Mr. Ferguson’s biography set forth above.
Special Committee
The board of directors of our General Partner has a standing special committee, which is comprised of four
nonmanagement directors, Stephen R. Springer (chairman), Paul F. Ferguson, Jr., Frank A. McPherson and
Thomas C. Morris. The special committee will review specific matters that the board believes may involve
conflicts of interest. The special committee will determine if the resolution of the conflict of interest is fair and
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