systems of internal controls. The audit committee operates under a written charter approved by the board of
directors. The charter, among other things, provides that the audit committee has authority to appoint, retain and
oversee the independent auditor. In this context, the audit committee:
• reviewed and discussed the audited financial statements in this annual report on Form 10-K with
management, including a discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments and the clarity of disclosures in the financial
statements;
• reviewed with Deloitte & Touche, LLP, our independent auditors, who are responsible for expressing an
opinion on the conformity of those audited financial statements with generally accepted accounting
principles, their judgments as to the quality and acceptability of our accounting principles and such
other matters as are required to be discussed with the audit committee under generally accepted auditing
standards;
• received the written disclosures and the letter required by standard No. 1 of the independence standards
board (independence discussions with audit committees) provided to the audit committee by Deloitte &
Touche, LLP;
• discussed with Deloitte & Touche, LLP its independence from management and us and considered the
compatibility of the provision of nonaudit service by the independent auditors with the auditors’
independence;
• discussed with Deloitte & Touche, LLP the matters required to be discussed by statement on auditing
standards No. 61 (AICPA, Professional Standards, Vol. 1, AU Section 380 — Communications With
Audit Committees);
• discussed with our internal auditors and Deloitte & Touche, LLP the overall scope and plans for their
respective audits. The audit committee meets with the internal auditors and Deloitte & Touche, LLP,
with and without management present, to discuss the results of their examinations, their evaluations of
our internal controls and the overall quality of our financial reporting;
• based on the foregoing reviews and discussions, recommended to the board of directors that the audited
financial statements be included in the annual report on Form 10-K for the year ended December 31,
2011, for filing with the Securities and Exchange Commission; and
• approved the selection and appointment of Deloitte & Touche, LLP to serve as our independent
auditors.
This report has been furnished by the members of the audit committee of the board of directors:
Audit Committee
Paul F. Ferguson, Jr. (Chairman)
Frank A. McPherson
Thomas C. Morris
Stephen R. Springer
The report of the audit committee in this report shall not be deemed incorporated by reference into any
other filing by DCP Midstream Partners, LP under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and
shall not otherwise be deemed filed under such acts.
Item 11.
Executive Compensation
Compensation Discussion and Analysis
General
As a publicly traded limited partnership, we do not have directors, officers or employees. Instead, our
operations 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 a
wholly-owned subsidiary of DCP Midstream, LLC.
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