Adopted by the Board of Directors of BreitBurn GP, LLC on
July 31, 2008, October 28, 2008, March 3, 2010, March 3, 2011 and February 26, 2013
The Board of Directors (the "Board") of BreitBurn GP, LLC (the "General Partner"), acting in its capacity as the general partner of BreitBurn Energy Partners L.P. (the "Partnership"), has delegated the specific oversight responsibilities, authorities and duties as described below to the Compensation and Governance Committee (the "Compensation and Governance Committee").
As a limited partnership, the Partnership is not required under the rules of the NASDAQ Stock Market to have a majority of independent directors on the Board or nominating/corporate governance and compensation committees, but the Board nonetheless has elected to establish the Compensation and Governance Committee in the interests of adhering to principles of good corporate governance.
The Compensation and Governance Committee will be comprised of three or more directors of the General Partner as determined by the Board none of whom shall be an officer or an employee of the General Partner. The Compensation and Governance Committee members shall satisfy the independence and experience requirements, if any, of applicable securities laws, rules or guidelines, any applicable stock exchange requirements or guidelines and any other applicable regulatory rules. Determinations as to whether a particular director satisfies the requirements for membership on the Compensation and Governance Committee shall be made by the full Board.
Members of the Compensation and Governance Committee shall be appointed by the Board. Each member shall serve until his successor is appointed, unless he shall resign or be removed by the Board or he shall otherwise cease to be a director of the General Partner. The Board shall fill any vacancy if the membership of the Compensation and Governance Committee is less than three directors.
The Chair of the Compensation and Governance Committee may be designated by the Board or, if it does not do so, the members of the Compensation and Governance Committee may elect a Chair by vote of a majority of the full Compensation and Governance Committee membership.
Communication, Authority to Engage Advisors and Expenses
The Compensation and Governance Committee shall have access to such officers and employees of the General Partner and to such information respecting the General Partner and the Partnership, as it considers necessary or advisable in order to perform its duties and responsibilities.
The Compensation and Governance Committee, through its Chair, may directly contact any officer or employee of the General Partner or its affiliates as it deems necessary, and any officer or employee may bring before the Compensation and Governance Committee any matter involving compensation or corporate governance on a confidential basis.
The Compensation and Governance Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties and to set the compensation for any such counsel and advisors, such engagement to be at the Partnership's expense. In particular, the Compensation and Governance Committee has the sole authority to retain and terminate (i) any search firm to be used to identify director candidates and (ii) any compensation consultant to be used to assist in the evaluation of director or senior management compensation and in connection with such engagement, has the sole authority to approve the search firm's or compensation consultant's fees and other retention terms. The Partnership shall be responsible for all expenses of the Compensation and Governance Committee that are deemed necessary or appropriate by the Compensation and Governance Committee in carrying out its duties, including any expenses related to the engagement and retention of independent counsel, search firms and compensation consultants.
Meetings and Record Keeping
Meetings of the Compensation and Governance Committee shall be conducted as follows:
The Compensation and Governance Committee shall provide the Board with a summary of all meetings together with a copy of the minutes from such meetings. Where minutes have not yet been prepared, the Chair shall provide the Board with oral reports on the activities of the Compensation and Governance Committee. All information reviewed and discussed by the Compensation and Governance Committee at any meeting shall be referred to generally in the minutes and made available for examination by the Board.
The Compensation and Governance Committee is part of the Board. Its primary functions are to: (i) assist the Board in fulfilling its oversight responsibilities with respect to compensation policies; (ii) review the overall compensation policies of the General Partner, including Directors; (iii) assist the Board in corporate governance matters; and (iii) recommend nominees and new candidates for election to the Board and assist the Board in evaluating the performance of its members.
A. Corporate Governance Matters
The Compensation and Governance Committee has the overall direct responsibility for reviewing the corporate governance practices of the General Partner and assessing the functioning and effectiveness of the Board, its committees and its individual members.
The Compensation and Governance Committee shall:
B. Board Nomination and Function Issues
The Compensation and Governance Committee shall:
C. Compensation Matters
The Compensation and Governance Committee shall have the following responsibilities with respect to compensation policies of the General Partner:
David B. Kilpatrick has been a member of the Board since March 2008 and is currently the Chairman of the Compensation and Governance Committee. Mr. Kilpatrick has been the President of Kilpatrick Energy Group, which invests in oil and gas ventures and provides executive management consulting services, since 1998. Mr. Kilpatrick currently serves on the board of directors and is Chairman of the compensation committee of Cheniere Energy, Inc., an owner, operator and developer of liquefied natural gas receiving terminals and served on its audit committee from 2003 to 2011. Since 2011, Mr. Kilpatrick has served on the board of managers of Woodbine Holdings LLC, a privately held, oil and natural gas company engaged in the acquisition, development, exploitation and production of crude oil and natural gas properties in Texas. In May 2014, he also was appointed to serve and currently serves on the board of directors of Applied Natural Gas Fuels, Inc., a producer and distributor of liquefied natural gas fuel for the transportation and industrial markets. He also served on the boards of directors and the audit committees of PYR Energy, an acquisition, exploration, and oil and gas production company with projects in the United States and Canada from 2001 to 2007 and of Whittier Energy Corporation, an oil and gas exploration and production company, from 2004 to 2007. In addition, he was the President and Chief Operating Officer of Monterey Resources, Inc., an independent oil and gas producer in California, from 1996 to 1998 and held various positions at Santa Fe Energy Resources, a worldwide oil and gas exploration and development company, from 1983 to 1996. Mr. Kilpatrick also currently serves on the board of directors of the Independent Oil Producers Agency and has served on the board of directors of the Western States Petroleum Association. He is a member of the Society of Petroleum Engineers, the American Association of Petroleum Geologists and the American Petroleum Institute. Mr. Kilpatrick has a B.S. in Petroleum Engineering from the University of Southern California and a B.A. in Geology and Physics from Whittier College.
John R. Butler, Jr. has been a member of the Board since October 2006. Mr. Butler was appointed as the Chairman of the Board in April 2010. Since 1976, Mr. Butler has been Chairman of the board of directors of J.R. Butler and Company, a reservoir engineering company. Mr. Butler was a member of the board of directors of Anadarko Petroleum Corporation, an international and domestic oil and natural gas exploration and production company, from 1996 through 2011. He served on Anadarko’s audit committee from 1996 through 2011 and was chairman of that committee for approximately five years during that period, served on its executive committee from 1998 to 2008 and served on its nominating and governance committee from 2006 through 2011. In addition, he currently serves on the boards of directors of the Texas Tri-Cities chapter of the National Association of Corporate Directors and the Houston Advanced Research Center, a non-profit corporation. Mr. Butler also was formerly a member of the following boards of directors: Premier Instruments, Inc., makers of oil and gas field metering system; Kelman Technologies Inc., a publicly traded seismic and data management company; Howell Petroleum Corp., a publicly traded oil and gas producer with assets in Wyoming and Montana; and Bayou Resources, an oil and gas exploration company. Mr. Butler was Chairman and Chief Executive Officer of GeoQuest International Holdings, Inc., Senior Chairman of Petroleum Information Corp., and Vice Chairman of Petroleum Information/Dwights, L.L.C., suppliers of commercial petroleum data and information services, until 1997. He is a member of the Society of Petroleum Evaluation Engineers and was Chairman of the Society of Exploration Geophysicists Foundation until December 2001. He has a B.S. in Chemical Engineering from Stanford University. Mr. Butler has also completed courses at, among other institutions, Harvard University, Columbia University and the National Association of Corporate Directors, designed to educate and prepare public directors for serving on audit committees.
Gregory J. Moroney has been a member of the Board since October 2006. He also served on the board of directors of the general partner of Pacific Coast Energy Company LP from 2004 to 2008. Currently, Mr. Moroney is the Managing Member and Owner of Energy Capital Advisors, LLC, which assists independent energy companies and energy fund managers in raising funds privately, a position he has held since January 2003. Since June 2005, he has also been a Senior Financial Consultant for Ammonite Resources LLC, a petroleum and mineral consulting company. Since 2007, Mr. Moroney has served on and currently serves on the board of directors and as a member of the audit and remuneration and nominating committees of Xcite Energy Limited, BVI, a publicly traded oil exploration and development company. Mr. Moroney served as Managing Director for Deutsche Bank Securities Inc. from 1993 to December 2002 where he supervised and managed a large oil and gas mezzanine loan portfolio with commodity hedges and originated more than $10 billion of energy related project loans. Prior to this, Mr. Moroney was with Citicorp/Citibank from 1977 to 1993 in Calgary, Toronto and New York. At Citibank, Mr. Moroney managed large energy loan portfolios and worked in a variety of finance areas, including capital markets, energy hedging, acquisition loan syndications, project finance, debt restructuring and mergers and acquisitions. In 1992, Mr. Moroney also obtained a Series 7/General Securities license from what is now the Financial Industry Regulatory Authority. He graduated with a B.A. from Yale University.
Charles S. Weiss has been a member of the Board and the Audit Committee since October 2006 and is currently the Chairman of the Audit Committee. Mr. Weiss served as lead independent director of the Board from July 2008 until April 2010. He is a Founder and Managing Partner of JOG Capital Inc., a provider of private equity to Canadian exploration and production companies, a position that he has held since July 2002. Mr. Weiss currently serves on the boards of directors of JOG Capital Inc. and the National Forest Foundation, a non-profit foundation promoting the United States National Forest System. He previously served on the boards of directors and audit committees of three oil and gas companies from 2007 to 2009: Exshaw Oil Corp., Masters Energy Inc., and Livingston Energy Ltd. Mr. Weiss also served on the reserve committees at Masters Energy and Exshaw Oil. In addition, Mr. Weiss served as Managing Director and Head of Royal Bank of Canada’s Capital Markets Energy Group from October 2002 through May 2006. From June 2001 to July 2002, Mr. Weiss pursued various investment opportunities, which included the establishment of JOG Capital Inc. Previously, he was the Managing Director and Head of the Energy and Power Group with Bank of America Securities from 1998 to June 2001. Mr. Weiss obtained a B.A. in Physics from Vanderbilt University and an M.B.A. from the University of Chicago Graduate School of Business.