Review, Approval or Ratification of Transactions with Related Persons
Our partnership agreement contains specific provisions that address potential conflicts of interest between the
owner of our general partner and its affiliates, including DCP Midstream, LLC on one hand, and us and our
subsidiaries, on the other hand. Whenever such a conflict of interest arises, our general partner will resolve the
conflict. Our general partner may, but is not required to, seek the approval of such resolution from the special
committee of the board of directors of our general partner, which is comprised of independent directors and acts as
our conflicts committee. The partnership agreement provides that our general partner will not be in breach of its
obligations under the partnership agreement or its duties to us or to our unitholders if the resolution of the conflict is:
• approved by the conflicts committee;
• approved by the vote of a majority of the outstanding common units, excluding any common units
owned by our general partner or any of its affiliates;
• on terms no less favorable to us than those generally being provided to or available from unrelated third
parties; or
• fair and reasonable to us, taking into account the totality of the relationships between the parties
involved, including other transactions that may be particularly favorable or advantageous to us.
If our general partner does not seek approval from the special committee and the board of directors of our
general partner determines that the resolution or course of action taken with respect to the conflict of interest
satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed
that, in making its decision, the board of directors acted in good faith, and in any proceeding brought by or on
behalf of any limited partner or the Partnership, the person bringing or prosecuting such proceeding will have
the burden of overcoming such presumption. Unless the resolution of a conflict is specifically provided for in
our partnership agreement, our general partner or the conflicts committee may consider any factors it
determines in good faith to consider when resolving a conflict. When our partnership agreement requires
someone to act in good faith, it requires that person to reasonably believe that he is acting in the best interests of
the Partnership, unless the context otherwise requires.
In addition, our code of business ethics requires that all employees, including employees of affiliates of DCP
Midstream, LLC who perform services for us and our general partner, avoid or disclose any activity that may
interfere, or have the appearance of interfering, with their responsibilities to us.
Director Independence
Please see Item 10. “Directors, Executive Officers and Corporate Governance” for information about the
independence of our general partner’s board of directors and its committees, which information is incorporated
herein by reference in its entirety.
Item 14.
Principal Accountant Fees and Services
The following table presents fees for professional services rendered by Deloitte & Touche LLP, or
Deloitte, our principal accountant, for the audit of our financial statements, and the fees billed for other services
rendered by Deloitte:
Year Ended December 31,
Type of Fees
2011
2010
(Millions)
Audit Fees (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1.8
$1.8
(a) Audit Fees are fees billed by Deloitte for professional services for the audit of our consolidated financial
statements included in our annual report on Form 10-K and review of financial statements included in our
quarterly reports on Form 10-Q, services that are normally provided by Deloitte in connection with
statutory and regulatory filings or engagements or any other service performed by Deloitte to comply with
generally accepted auditing standards and include comfort and consent letters in connection with Securities
and Exchange Commission filings and financing transactions.
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