reasonable to us, or on grounds no less favorable to us than generally available from unrelated third parties. The
special committee meets at each quarterly meeting of the Board of Directors. The members of the special
committee may not be officers or employees of our General Partner or directors, officers or employees of its
affiliates. Each of the members of the special committee meet the independence and experience standards
established by the NYSE and the Securities Exchange Act of 1934, as amended. Any matters approved by the
special committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners,
and not a breach by our General Partner of any duties it may owe us or our unitholders.
Compensation Committee
The board of directors of our General Partner has a standing compensation committee, which is composed
of four directors, Alan N. Harris (chairman), John E. Lowe, Frank A. McPherson and Thomas C. O’Connor.
The compensation committee oversees compensation decisions for the officers of our general partner and
administers the long-term incentive plan, selecting individuals to be granted equity-based awards from among
those eligible to participate. The compensation committee has adopted a charter, which has been ratified and
approved by the board of directors.
Corporate Governance Guidelines and Code of Business Ethics
Our board of directors has adopted Corporate Governance Guidelines that outline the important policies
and practices regarding our governance.
We have adopted a Code of Business Ethics applicable to the persons serving as our directors, officers
(including without limitation, the chief executive officer, chief financial officer and principal accounting
officer) and employees, which includes the prompt disclosure to the SEC of a current report on Form 8-K of
any waiver of the code for executive officers or directors approved by the board of directors.
Copies of our Corporate Governance Guidelines, our Code of Business Ethics, our Audit Committee
Charter and our Compensation Committee Charter are available on our website at
www.dcppartners.com
.
Copies of these items are also available free of charge in print to any unitholder who sends a request to the
office of the Secretary of DCP Midstream Partners, LP at 370 17
th
Street, Suite 2775, Denver, Colorado 80202.
Meeting of Non-Management Directors and Communications with Directors
At each quarterly meeting of the special committee, the committee, which consists of all of our
independent directors, meets in an executive session without management participation or participation by
non-independent directors. The chairman of the special committee, Stephen R. Springer, presides over these
executive sessions. In addition, at each quarterly meeting of the board of directors, the non-management
members of the board meet in executive session. The chairman of the board of directors, Thomas C. O’Connor,
presides over these executive sessions.
Unitholders or interested parties may communicate with any and all members of our board, including our
non-management directors, or any committee of our board, by transmitting correspondence by mail or facsimile
addressed to one or more directors by name or to the chairman of the board or any committee of the board at the
following address and fax number: Name of the Director(s), c/o Secretary, DCP Midstream Partners, LP, 370
17
th
Street, Suite 2775, Denver, Colorado 80202, fax number (303) 633-2921.
NYSE Annual Certification
On March 9, 2011, Mark A. Borer, our Chief Executive Officer, certified to the NYSE, as required by
NYSE rules, that as of March 9, 2011, he was not aware of any violation by us of the NYSE’s Corporate
Governance Listing Standards.
Report of the Audit Committee
The audit committee oversees our financial reporting process on behalf of the board of directors.
Management has the primary responsibility for the financial statements and the reporting process including the
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