ENTERPRISE PRODUCTS PARTNERS LP

Partnership Management

The following individuals currently serve as members of the Board of Directors of Enterprise GP (the “Board”): Richard H. Bachmann, Carin M. Barth, Murray E. Brasseux, Rebecca G. Followill, W. Randall Fowler, James T. Hackett, William C. Montgomery, John R. Rutherford, A. James Teague, Harry P. Weitzel and Randa Duncan Williams. Ms. Duncan Williams serves as the non-executive Chairman of the Board, and Mr. Bachmann serves as the non-executive Vice Chairman of the Board.

Richard S. Snell serves as an advisory director for Enterprise GP, and O.S. Andras serves as an honorary director. Edwin C. Smith served as an advisory directory for Enterprise GP until his passing during the fourth quarter of 2023. Service as an advisory or honorary director does not confer any of the rights, obligations, liabilities or responsibilities of a director of Enterprise GP (including any power or authority to vote on any matters as a director).

As is commonly the case with publicly traded limited partnerships, we do not directly employ any of the persons responsible for our management, administrative or operating functions. Pursuant to the administrative services agreement (“ASA”) with EPCO, these roles are performed by employees of EPCO, which are under the direction of the Board and executive officers of Enterprise GP. The executive officers of Enterprise GP are elected for one-year terms and may be removed, with or without cause, only by the Board. Our limited partners do not elect the officers or directors of Enterprise GP. The DD LLC Trustees, through their control of Enterprise GP, have the ability to elect, remove and replace at any time, the officers and directors of Enterprise GP. Each member of the Board of Enterprise GP serves until such member’s death, resignation or removal. The employees of EPCO who served as directors of Enterprise GP during 2023 were Ms. Duncan Williams and Messrs. Bachmann, Fowler, Teague and Weitzel.

Notwithstanding any contractual limitation on its obligations or duties, Enterprise GP is liable for all debts we incur (to the extent not paid by us), except to the extent that such indebtedness or other obligations are non-recourse to Enterprise GP. Whenever possible, Enterprise GP intends to make any such indebtedness or other obligations non-recourse to itself.

Under our partnership agreement and subject to specified limitations, we will indemnify to the fullest extent permitted by Delaware law, from and against all losses, claims, damages or similar events, any person who is or was serving as a director, officer, employee, agent, fiduciary or trustee of the Partnership, Enterprise GP or any of their respective affiliates.

Office of the Chairman

The Office of the Chairman is a management oversight group comprised of four individuals: Ms. Duncan Williams (as Chairman of the Board), Mr. Bachmann (as Vice Chairman of the Board), Mr. Teague (as Co-Chief Executive Officer (“Co-CEO”)) and Mr. Fowler (also as Co-CEO). The purpose of the Office of the Chairman is for the group to serve collectively as a liaison between the Board and senior management with respect to, and to provide the Chairman, Vice-Chairman and Co-CEOs a venue to discuss, certain matters including:

In addition, the Office of the Chairman assists the Board and its Governance Committee in identifying director education opportunities and in determining the size and composition of the Board and recruitment of new members. The Office of the Chairman also oversees policies that (i) reflect our values and business goals and (ii) enhance the effectiveness of our governance structure. The Office of the Chairman also collectively oversees and provides strategic direction for our legal and human resources departments.

In her role as Chairman of the Board (a non-executive role), Ms. Duncan Williams is responsible for, among other things: (i) presiding over and setting the agendas for meetings of the Board, with due consideration of our values and business goals and an effective governance structure; (ii) overseeing the appropriate flow of information to the Board; (iii) acting as a liaison between the Board and senior management; and (iv) meeting regularly with the Board to review our strategic direction.

In his role as Vice Chairman of the Board (a non-executive role), Mr. Bachmann is responsible for, among other things: (i) assisting the Chairman of the Board in the execution of the Chairman of the Board’s functions and responsibilities, as requested from time to time by the Chairman of the Board; and (ii) meeting regularly with the Board to review our strategic direction.

In his role as Co-CEO, Mr. Teague is our co-principal executive officer and is responsible for, among other things: (i) managing our overall business and financial strategy and day-to-day operations; (ii) a principal focus area of overseeing and providing strategic direction for us, subject to Board approval, in the areas of operations, commercial activities, business development, and health and safety; and (iii) providing the required certifications as co-principal executive officer of Enterprise GP (together with Mr. Fowler) in connection with our disclosure controls and procedures and internal control over financial reporting.

In his role as Co-CEO and Chief Financial Officer (“CFO”), Mr. Fowler is our co-principal executive officer and our principal financial officer and is responsible for, among other things: (i) managing our overall business and financial strategy; (ii) a principal focus area of overseeing and providing strategic direction for us, subject to Board approval, in the areas of accounting, risk management, finance, treasury and cash management, information technology, investor relations, and public relations and (iii) providing the required certifications as both (a) a co-principal executive officer of Enterprise GP (together with Mr. Teague) and (b) the principal financial officer of Enterprise GP in connection with our disclosure controls and procedures and internal control over financial reporting.

Directors and Executive Officers of Enterprise GP

The following table sets forth the name, age and position of each of the directors, excluding advisory or honorary directors, and executive officers of Enterprise GP at February 28, 2024. Each executive officer holds the same respective office shown below in the managing member of EPO.

The following information presents a brief description of the business experience of our directors and executive officers:

Randa Duncan Williams

Ms. Duncan Williams was elected Chairman of the Board of Enterprise GP in February 2013 and a director of Enterprise GP in November 2010. She was elected Chairman of EPCO in May 2010, having previously served as Group Co-Chairman since 1994. Ms. Duncan Williams has served as a member of Enterprise GP’s Capital Projects Committee since November 2016.

Ms. Duncan Williams has served as a director of EPCO since February 1991. She also served as a director of the general partner of Enterprise GP Holdings L.P. (“Holdings GP”) from May 2007 to November 2010.

Prior to joining EPCO in 1994, Ms. Duncan Williams practiced law with the firms Butler & Binion and Brown, Sims, Wise & White. Ms. Duncan Williams previously served on the board of directors of Encore Bancshares from July 2007 until July 2012. She currently serves on the board of trustees for numerous charitable organizations. Ms. Duncan Williams is the daughter of the late Mr. Dan L Duncan, our founder.

Richard H. Bachmann

Mr. Bachmann was elected a director and Vice Chairman of the Board of Enterprise GP in January 2016 and has served as a member of its Capital Projects Committee since November 2016. He previously served as a director of Enterprise GP from November 2010 through April 2014.

Mr. Bachmann was elected President and Chief Executive Officer (“CEO”) of EPCO in May 2010 and has served as a director since January 1999. He previously served as Secretary of EPCO from May 1999 to May 2010 and as a Group Vice Chairman of EPCO from December 2007 to May 2010. Mr. Bachmann served as an Executive Vice President of Holdings GP from April 2005 to November 2010 and as a director of Holdings GP from February 2006 to November 2010. He served as Chief Legal Officer and Secretary of Holdings GP from April 2005 to May 2010. Mr. Bachmann served as Executive Vice President and Chief Legal Officer of Enterprise Products GP, LLC (“EPGP,” our former general partner) from February 1999 until November 2010 and as Secretary of EPGP from November 1999 to November 2010. He previously served as a director of EPGP from June 2000 to January 2004 and from February 2006 to May 2010. Mr. Bachmann served as a director of DEP Holdings, LLC (“DEP GP”), the general partner of Duncan Energy Partners L.P., from October 2006 to May 2010 and as President and CEO of DEP GP from October 2006 to April 2010.

A. James Teague

Mr. Teague was elected Co-CEO of Enterprise GP in January 2020 and has been a director of Enterprise GP since November 2010. Mr. Teague previously served as CEO of Enterprise GP from January 2016 to January 2020, as the Chief Operating Officer (“COO”) of Enterprise GP from November 2010 to December 2015 and served as an Executive Vice President of Enterprise GP from November 2010 until February 2013. He has served as Co-Chairman of the Capital Projects Committee of Enterprise GP since November 2016.

Mr. Teague served as an Executive Vice President of EPGP from November 1999 to November 2010 and additionally as a director from July 2008 to November 2010 and as COO from September 2010 to November 2010. In addition, he served as Chief Commercial Officer of EPGP from July 2008 until October 2010. He served as Executive Vice President and Chief Commercial Officer of DEP GP from July 2008 until September 2011. He previously served as a director of DEP GP from July 2008 to May 2010 and as a director of Holdings GP from October 2009 to May 2010.

Mr. Teague joined us in connection with our purchase of certain midstream energy assets from affiliates of Shell Oil Company in 1999. From 1998 to 1999, Mr. Teague served as President of Tejas Natural Gas Liquids, LLC, then an affiliate of Shell. From 1997 to 1998, he was President of Marketing and Trading for MAPCO, Inc. Mr. Teague also serves on the board of directors of Solaris Oilfield Infrastructure, Inc.

W. Randall Fowler

Mr. Fowler was elected a director of Enterprise GP in September 2011 and has served as its Co-CEO since January 2020, having previously served as President from January 2016 to January 2020 and as Chief Administrative Officer from April 2015 to January 2016. Mr. Fowler has served as CFO of Enterprise GP since August 2018, having previously served as Executive Vice President and CFO of Enterprise GP from November 2010 to March 2015 and as Executive Vice President and CFO of EPGP from August 2007 to November 2010. He has served as Co-Chairman of the Capital Projects Committee of Enterprise GP since November 2016.

Following the effectiveness of Mr. Boss’ election to the position of CFO (as described below), Mr. Fowler will continue to serve as one of Enterprise GP’s two Co-CEOs, together with A. James Teague.

Mr. Fowler was elected Vice Chairman and CFO of EPCO in May 2010. He previously served as President and CEO of EPCO from December 2007 to May 2010 and as its CFO from April 2005 to December 2007.

Mr. Fowler also served as President and CEO of DEP GP from April 2010 until September 2011 and as Executive Vice President and CFO of DEP GP from August 2007 to April 2010. He served as a director of DEP GP from September 2006 until September 2011. Mr. Fowler served as Senior Vice President and Treasurer of EPGP from February 2005 to August 2007 and of DEP GP from October 2006 to August 2007. Mr. Fowler also previously served as a director of EPGP and of Holdings GP from February 2006 to May 2010. Mr. Fowler also served as Senior Vice President and CFO of Holdings GP from August 2005 to August 2007.

Mr. Fowler, a Certified Public Accountant (inactive), joined us as Director of Investor Relations in January 1999. He also serves as Chairman of the Board of the Energy Infrastructure Council (formerly the Master Limited Partnership Association). He also serves on the Advisory Board for the College of Business at Louisiana Tech University and on the Advisory Board of Gear Up for Game Wardens under the Texas Parks and Wildlife Foundation.

Carin M. Barth

Ms. Barth was elected a director of Enterprise GP in October 2015. She has served as a member of its Governance Committee since October 2015 and its Capital Projects Committee since November 2016.

Ms. Barth is co-founder and President of LB Capital Inc., a private equity investment firm established in 1988. She currently serves on the following boards of directors: Black Stone Minerals, L.P., where she is lead director and Chair of the Audit Committee and Group 1 Automotive, Inc., where she is Chair of the Audit Committee. Additionally, Ms. Barth is an Operating Partner at Mountain Capital Management, LLC. She also serves as a trustee of The Welch Foundation, a trustee of Memorial Hermann Foundation and an emeritus board member of the Ronald McDonald House of Houston.

Ms. Barth previously served on the Housing Commission at the Bi-Partisan Policy Center in Washington, DC from 2011 to 2014, and was a Commissioner of the Texas Department of Public Safety from 2008 to 2014. She also served as a board member of the following: BBVA USA Bancshares, Inc. from 2020 to May 2021; Halcon Resources Corporation from April 2019 to October 2019; Bill Barrett Corporation from June 2012 to May 2016; Western Refining Inc., where she was Chair of the Audit Committee from March 2006 to January 2016; Methodist Hospital Research Institute from 2007 to 2012; Encore Bancshares, Inc. from 2009 to 2012; Amegy Bancorporation, Inc. from 2006 to 2009; the Texas Public Finance Authority from 2006 to 2008; and the Texas Tech University System Board of Regents from 1999 to 2005. She was appointed by President George W. Bush to serve as CFO of the U.S. Department of Housing and Urban Development from 2004 to 2005.

Murray E. Brasseux

Mr. Brasseux was elected a director of Enterprise GP in January 2019 and is a member of its Audit and Conflicts Committee and its Capital Projects Committee.

Mr. Brasseux is also a member of the board of directors of Adams Resources & Energy, Inc., a publicly-traded company primarily engaged in the business of crude oil marketing and tank truck transportation of liquid and dry bulk chemicals. Mr. Brasseux retired from BBVA Bank in December 2014 after 20 years of service, having most recently served as Managing Director of Oil & Gas Finance. Mr. Brasseux also served as a consultant to BBVA Bank from January 2015 to June 2015 and as a consultant to Loughlin Management Partners (a restructuring and advisory firm) from June 2015 to December 2017. Mr. Brasseux also serves on the boards of Worldwide Power Products Company, LLC (a private company in the industrial power business) and the Rare Book School (an affiliate of the University of Virginia).

Rebecca G. Followill

Mrs. Followill was elected a director of Enterprise GP and a member of its Audit and Conflicts Committee in January 2023.

Mrs. Followill is a petroleum engineer with 38 years of energy industry experience, including over 25 years providing analysis and assessing the valuations and competitiveness of public and private companies as a securities analyst. Mrs. Followill retired from U.S. Capital Advisors in May 2022, most recently serving as a Senior Managing Director. Prior to joining U.S. Capital Advisors in December 2010, Mrs. Followill served in senior roles at Tudor, Pickering, Holt, & Co. from 2007 to 2010, Howard Weil, Inc. from 2000 to 2007 and Merrill Lynch from 1997 to 2000. Mrs. Followill began her career as a reservoir engineer for Tenneco Oil Company. Mrs. Followill serves on the board of the Texas A&M Petroleum Ventures Program and the advisory board of Third Gear Investments.

James T. Hackett

Mr. Hackett was elected a director of Enterprise GP in April 2014. He has served as a member of its Governance Committee since April 2014, including in the role of committee Chairman since November 2016. In addition, Mr. Hackett has served as a member of Enterprise GP’s Capital Projects Committee since November 2016.

Mr. Hackett served as Executive Chairman of Alta Mesa Resources, Inc. (formerly named Silver Run Acquisition Corporation II) (“Alta Mesa”) until March 2020. Mr. Hackett previously served as an Advisor and Partner to private energy investing firm Riverstone Holdings LLC. He served as Executive Chairman and CEO of Anadarko Petroleum Corporation, an independent oil and natural gas exploration and production company, from 2003 to 2013. Mr. Hackett is a board member of Fluor Corporation, Schlumberger Limited and NuScale Power Corp. (including its Audit Committee). He is a former director of Cameron International and NOV, Inc. and the former Chairman of the Board of the Federal Reserve Bank of Dallas. He is a past Chairman (and now Member) of the National Petroleum Council, a member of the Society of Petroleum Engineers, a member of the Baylor College of Medicine Board of Trustees and a member of the Rice University Board of Trustees. Mr. Hackett also serves as a faculty member at Rice University and The University of Texas (Austin).

William C. Montgomery

Mr. Montgomery was elected a director of Enterprise GP and appointed a member of its Audit and Conflicts Committee in October 2015. Mr. Montgomery has served as Chairman of the Audit and Conflicts Committee since January 2020.

Mr. Montgomery has served as a Partner of Quantum Energy Partners since 2011 and is also a member of its Investment Committee. He is responsible for originating and overseeing investments in the oil and gas upstream and oilfield service sectors. Mr. Montgomery previously served on the board of Apache Corporation from July 2011 to May 2022.

Prior to joining Quantum Energy Partners, Mr. Montgomery was a Partner in the Investment Banking Division of Goldman, Sachs & Co. where he headed the firm’s Americas Natural Resources Group as well as its Houston office. His career as a banker spanned 22 years and was focused on large cap energy companies primarily in the upstream and oil service sectors. Mr. Montgomery has been an active civic leader, chairing the boards of The Houston Museum of Natural Science and The St. Francis Episcopal Day School and currently serves on the Board of Visitors of the MD Anderson Cancer Center and as Chairman of the board of trustees of The Episcopal Health Foundation.

John R. Rutherford

Mr. Rutherford was elected a director of Enterprise GP in January 2019 and is currently a member of its Governance Committee. Mr. Rutherford served as a member of the Audit and Conflicts Committee from January 2019 to December 2022.

Mr. Rutherford is a private investor and serves as a part-time Senior Advisor to ECP GP, an energy investment firm focused on investing in the power, clean energy and midstream sectors. Mr. Rutherford also serves on the board of directors of T.D. Williamson Holdings, LLC, a privately-owned pipeline field services company, and on the Board of Trustees of the Employees Retirement System of Texas. In addition, Mr. Rutherford serves on the board of directors of the Navy Seal Foundation. Mr. Rutherford previously served as Executive Vice President (Strategic Planning, M&A and Business Development) of the general partner of Plains All American Pipeline, L.P. (“Plains”) and as a member of Plains’ executive committee from October 2010 through July 2015. Mr. Rutherford also served as a financial consultant to Plains from July 2015 through September 2018. His career includes over 20 years of investment banking experience as a mergers and acquisitions and strategic advisor to public and private energy companies, investment firms, management teams and boards of directors. Prior to joining Plains, Mr. Rutherford served as Managing Director of the North American Energy Practice of Lazard Freres & Company from 2007 until 2010. Prior to joining Lazard, he was a partner at Simmons & Company for over ten years.

Harry P. Weitzel

Mr. Weitzel was elected a director of Enterprise GP and appointed a member of its Capital Projects Committee in November 2016 and has served as Executive Vice President, General Counsel and Secretary of Enterprise GP since January 2020. He previously served as Senior Vice President, General Counsel and Secretary of Enterprise GP from April 2016 to January 2020 and as Senior Vice President, Deputy General Counsel and Secretary of Enterprise GP from January 2015 to April 2016. Mr. Weitzel is responsible for all our legal functions, including securities, litigation, employment, mergers and acquisitions, corporate governance and commercial transactions.

Mr. Weitzel has extensive experience as an attorney, including over 24 years of practice as a commercial litigator in Texas and California. He has successfully represented individual, corporate and governmental clients as plaintiffs and defendants in a wide variety of business-related matters. Mr. Weitzel has tried cases in state and federal courts, as well as arbitrations under the American Arbitration Association, JAMS and the International Chamber of Commerce. He has handled appeals in state and federal courts. Prior to joining us, Mr. Weitzel was a commercial litigation partner with Pepper Hamilton LLP in Irvine, California from October 2009 to December 2014.

Graham W. Bacon

Mr. Bacon was elected Executive Vice President and Chief Operating Officer of Enterprise GP in September 2019. Mr. Bacon most recently served as Executive Vice President (Operations and Engineering) of Enterprise GP from October 2015 to August 2019 and continues to have responsibility for our operations and engineering teams in his new role. He previously served as Group Senior Vice President (Operations and Environmental, Health, Safety & Training) from February 2014 to October 2015; as Senior Vice President (Operations) from January 2012 to February 2014; as Vice President (Operations) from June 2006 to January 2012, and as Vice President (Engineering) from September 2005 to May 2006. He joined EPCO in 1991 and has held a variety of operations and engineering roles. Prior to joining EPCO, Mr. Bacon worked for Vista Chemical Company.

R. Daniel Boss

Mr. Boss, a Certified Public Accountant, has served as Executive Vice President – Accounting, Risk Control and Information Technology of Enterprise GP since January 2020 and previously served as Senior Vice President (Accounting and Risk Control) from August 2016 to January 2020. On February 12, 2024, the Board promoted Mr. Boss to the position of Executive Vice President and CFO of Enterprise GP, with such promotion to become effective as of March 1, 2024. In his new role, Mr. Boss (i) will serve as Enterprise GP’s principal financial officer, (ii) will continue to serve as Enterprise GP’s principal accounting officer and (iii) will continue to report directly to W. Randall Fowler.

Mr. Boss is responsible for the overall leadership of our Accounting, Risk Control and Information Technology organizations and (in his new role) will also be responsible for the overall leadership of our Internal Audit organization. Mr. Boss served as a Senior Vice President of Enterprise GP from March 2015 to August 2016 with responsibility over our regulated business. He also served as Vice President (Risk Control) from April 2013 to March 2015 and as Senior Director (Risk Control) from January 2010 to March 2013. While serving in these positions, Mr. Boss was Chairman of the Risk Management Committee and had responsibilities for our marketing risk management policies, transaction controls and derivatives and hedging strategies compliance. Mr. Boss also served as Director (Volume Accounting) from November 2008 until January 2010 where he was responsible for gas marketing and commodity derivatives accounting, hedging and reporting. Prior to joining us, Mr. Boss held leadership positions with Merrill Lynch Commodities and Dynegy Inc.

Christian M. Nelly

Mr. Nelly was elected Executive Vice President – Finance and Sustainability and Treasurer of Enterprise GP in July 2020. Following the effectiveness of Mr. Boss’ election to the position of CFO (as described above), Mr. Nelly will continue to serve as Enterprise GP’s Executive Vice President – Finance and Sustainability and Treasurer and will report directly to Mr. Fowler. Mr. Nelly previously served as Executive Vice President – Finance and Treasurer from January 2020 to July 2020 and as Senior Vice President (Finance) and Treasurer from March 2019 to January 2020. Mr. Nelly is responsible for managing our financing activities, business planning and analysis, credit, cash management, corporate risk and insurance, investor relations, sustainability and public relations groups. Mr. Nelly served as Vice President and Treasurer from April 2015 to February 2019; Senior Director of Finance from April 2011 until March 2015; and Director of Finance from January 2008 to March 2011. Prior to joining us, Mr. Nelly spent 10 years with various corporate and investment banks where he executed transactions and maintained relationships with midstream and upstream energy companies and gained experience in strategic advisory, valuation, mergers and acquisitions, and capital raising.

Brent B. Secrest

Mr. Secrest was elected Executive Vice President and Chief Commercial Officer of Enterprise GP in September 2019. Mr. Secrest most recently served as Senior Vice President (Commercial) of Enterprise GP from July 2018 to August 2019. He previously served as Senior Vice President (Liquid Hydrocarbons Marketing) of Enterprise GP from May 2016 to June 2018, as Vice President (Crude Oil and Refined Products Marketing) from October 2015 to May 2016 and as Vice President (Crude Oil Pipelines and Terminals) from October 2012 to October 2015. He has also served us in various other leadership positions, including in the areas of NGL marketing and supply, commercial development, distribution, and business analysis. Mr. Secrest has over 25 years of experience in the energy industry and began his career at Basis Petroleum Inc. prior to joining EPCO in 1996.

Director Experience, Qualifications, Attributes and Skills

The following is a brief discussion of the experience, qualifications, attributes and skills that led us to the conclusion that each of the following persons should serve as a director of Enterprise GP.

Five of our directors are current employees of EPCO and officers of Enterprise GP or its affiliates. Each of these directors has significant experience in our industry as executive officers as well as other qualifications, attributes and skills. These include:

Our six outside voting directors also have significant experience in a variety of capacities, as well as other qualifications, attributes and skills. These include:

As an advisory director, Mr. Snell has experience involving complex legal and accounting matters. As an honorary director, Mr. Andras has a long history with us and our operations, including being a former CEO.

Partnership Governance

We are committed to sound principles of governance. Such principles are critical for us to achieve our performance goals and maintain the trust and confidence of investors, employees, suppliers, business partners and other stakeholders.

A key element of strong governance is having independent members of the Board. Pursuant to the NYSE listing standards, a director will be considered independent if the Board determines that he or she does not have a material relationship with Enterprise GP or us (either directly or as a partner, unitholder or officer of an organization that has a material relationship with Enterprise GP or us). Based on the foregoing, the Board has affirmatively determined that Ms. Barth, Mrs. Followill and Messrs. Brasseux, Hackett, Montgomery and Rutherford are independent directors under the NYSE rules.

Because we are a limited partnership and meet the definition of a “controlled company” under the listing standards of the NYSE, we are not required to comply with certain NYSE rules. In particular, we are not required to comply with Section 303A.01 of the NYSE Listed Company Manual, which would require that the Board of Enterprise GP be comprised of a majority of independent directors. Currently, six of the eleven Board members of Enterprise GP are independent under NYSE rules; however, this composition may not always be in effect. Also, we have elected to not comply with Sections 303A.04 and 303A.05 of the NYSE Listed Company Manual, which would require that the Board of Enterprise GP maintain a Nominating Committee and a Compensation Committee, each consisting entirely of independent directors.

Code of Conduct and Ethics and Corporate Governance Guidelines

Enterprise GP has adopted a Code of Conduct that applies to its directors, officers and employees. This code sets forth our requirements for compliance with legal and ethical standards in the conduct of our business, including general business principles, legal and ethical obligations, compliance policies for specific subjects, obtaining guidance on complying with the code, the reporting of compliance issues, and discipline for violations of the code. The Code of Conduct also establishes policies applicable to our Co-CEOs and CFO, and senior financial and other managers to prevent wrongdoing and to promote honest and ethical conduct, including ethical handling of actual and apparent conflicts of interest, compliance with applicable laws, rules and regulations, full, fair, accurate, timely and understandable disclosure in public communications, and prompt internal reporting of violations of the code (and thus accountability for adherence to the code). Employees are required to certify their understanding and compliance with the Code of Conduct on an annual basis. Training on the Code of Conduct is also provided to employees, where applicable.

Governance guidelines, together with applicable committee charters, provide the framework for effective governance of our partnership. The Board has adopted the Governance Guidelines of Enterprise Products Partners(“Governance Guidelines”), which address several matters, including qualifications for directors, responsibilities of directors, limitations on service to other companies, retirement of directors, the composition and responsibilities of Board committees, the conduct and frequency of Board and committee meetings, management succession plans, director access to management and outside advisors, director compensation, director and executive officer equity ownership, director orientation and continuing education, and annual self-evaluation of the Board. The Board recognizes that effective governance is an on-going process, and thus, it will review the Governance Guidelines annually or more often as deemed necessary.

Audit and Conflicts Committee

The purpose of the Board’s Audit and Conflicts Committee is to address audit and conflicts-related matters. In accordance with NYSE rules and the Securities Exchange Act of 1934, the Board has named three of its members to serve on the Audit and Conflicts Committee. Members of the Audit and Conflicts Committee must have a basic understanding of finance and accounting matters and be able to read and understand financial statements, and at least one member of the Audit and Conflicts Committee shall have accounting or related financial management expertise. The current members of the Audit and Conflicts Committee are Mrs. Followill and Messrs. Brasseux and Montgomery, all of whom are independent directors, free from any relationship with us or any of our subsidiaries that would interfere with the exercise of independent judgment. The Board has affirmatively determined that Mr. Montgomery satisfies the definition of “Audit Committee Financial Expert” as that term is defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC.

The primary responsibilities of the Audit and Conflicts Committee include (i) reviewing potential conflicts of interest, including related party transactions, (ii) monitoring the integrity of our financial reporting process and related systems of internal control, (iii) ensuring our legal and regulatory compliance and that of Enterprise GP, (iv) overseeing the independence and performance of our independent public accountant, (v) approving all services performed by our independent public accountant, (vi) providing for an avenue of communication among the independent public accountant, management, internal audit function and the Board, (vii) encouraging adherence to and continuous improvement of our policies, procedures and practices at all levels and (viii) reviewing areas of potential significant financial risk to our businesses.

If the Board believes that a particular matter presents a conflict of interest and proposes a resolution, the Audit and Conflicts Committee has the authority to review such matter to determine if the proposed resolution is fair and reasonable to us. Any matters approved by the Audit and Conflicts Committee are conclusively deemed to be fair and reasonable to us, approved by all of our partners and not a breach by Enterprise GP or the Board of any duties they may owe us or our unitholders.

Pursuant to its formal written charter, the Audit and Conflicts Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to our independent public accountants as well as any EPCO personnel whom it deems necessary in fulfilling its responsibilities. The Audit and Conflicts Committee has the ability to retain, at our expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties.

Governance Committee

The primary purpose of the Governance Committee is to develop and recommend to the Board a set of governance guidelines applicable to our partnership, to review such guidelines from time to time and to oversee governance matters related to our business, including Board and Committee composition, qualifications of Board candidates, director independence, succession planning and related matters. The Governance Committee also assists in Board oversight of management’s establishment and administration of our environmental, safety and transportation compliance policies, procedures, programs and initiatives, and related matters. In accordance with its charter, the Governance Committee shall be composed of not less than three members, at least a majority of whom shall be independent directors. Currently, the Governance Committee is comprised of three independent directors (Ms. Barth, Mr. Hackett and Mr. Rutherford).

Like the Audit and Conflicts Committee, the Governance Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to our independent public accountants as well as any EPCO personnel whom it deems necessary in fulfilling its responsibilities. In addition, the Governance Committee has the ability to retain, at our expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties.

A subcommittee of the Governance Committee, the Incentive Plan Administration Subcommittee, is involved in decision-making regarding employee compensation matters, including grants of equity-based awards. In accordance with the Governance Committee charter, this subcommittee shall be composed of two or more non-employee directors (currently, Ms. Barth, Mr. Hackett and Mr. Rutherford) and shall (i) review and approve all aspects of compensation of our Co-CEOs, (ii) administer the long-term incentive plans of the Partnership and its affiliates and (iii) review and approve all equity grants made to employees, consultants and/or directors as required by such long-term incentive plans. For more information regarding this subcommittee’s role in executive compensation matters, see“Overview of Decision-Making Process regarding Compensation of Named Executive Officers” under Part III, Item 11 of this annual report.

Capital Projects Committee

The primary purpose of the Capital Projects Committee is to review and approve certain expenditures by Enterprise GP, the Partnership and/or their respective consolidated subsidiaries in connection with proposed capital projects. Currently, the Capital Projects Committee is comprised of Ms. Duncan Williams, Ms. Barth and Messrs. Bachmann, Brasseux, Fowler, Hackett, Teague and Weitzel. Messrs. Teague and Fowler are co-chairmen of the Capital Projects Committee.

Investor Access to Partnership Governance Information

We provide investors access to information relating to our governance procedures and principles, including the Code of Conduct, Governance Guidelines, the charters of the Audit and Conflicts Committee, the Governance Committee and the Capital Projects Committee, along with other information, through our website, www.enterpriseproducts.com. You may also contact our Investor Relations department at (866) 230-0745 for printed copies of these documents free of charge.

NYSE Corporate Governance Listing Standards

On March 9, 2023, Mr. Teague certified to the NYSE (as required by Section 303A.12(a) of the NYSE Listed Company Manual) that he was not aware of any violation by us of the NYSE’s Corporate Governance listing standards as of that date.

Executive Sessions of Non-Management Directors

The Board holds regular executive sessions in which non-management directors meet without any members of management present. The purpose of these executive sessions is to promote open and candid discussion among the non-management directors. During such executive sessions, one director is designated as the presiding director, who is responsible for leading and facilitating such executive sessions. Currently, the presiding director is Mr. Montgomery.

Confidential Telephone Hotline

In accordance with NYSE rules, we have established a toll-free, confidential telephone hotline (the “Hotline”) so that interested parties may communicate with the presiding director or with all the non-management directors of Enterprise GP as a group. All calls to this Hotline are reported to the chairman of the Audit and Conflicts Committee, who is responsible for communicating any necessary information to the other non-management directors. The number of our confidential Hotline is (844) 693-4318.

Delinquent Section 16(a) Reports

Under federal securities laws, directors and executive officers of Enterprise GP and any persons holding more than 10% of our common units are required to report their beneficial ownership of common units and any changes in their beneficial ownership levels to us and the SEC. Specific due dates for these reports have been established by regulation, and we are required to disclose in this annual report any failure to file this information within the specified timeframes. All such reporting was done in a timely manner in 2023, except that a disposal of common units as a gift by Mr. Bachmann was reported on a Form 4 filed in December 2023, instead of by the reporting deadline in November 2023.