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Structure & Governance

As is the case with many publicly traded partnerships, we do not directly have officers, directors or employees. Our operations and activities are managed by PAA GP Holdings LLC. Plains All American GP LLC employs our management and operational personnel (other than our Canadian personnel, who are employed by Plains Midstream Canada ULC). PAA GP Holdings LLC is the general partner of Plains GP Holdings, L.P., which is the sole member of Plains All American GP LLC. Plains All American GP LLC is the general partner of Plains AAP, L.P., which is the sole member of PAA GP LLC, our general partner. References to our general partner, unless the context requires, include any or all of PAA GP Holdings LLC, Plains GP Holdings L.P., Plains All American GP LLC, Plains AAP, L.P. and PAA GP LLC. References to our officers and employees are references to the officers and employees of Plains All American GP LLC (or, in the case of our Canadian operations, Plains Midstream Canada ULC). References to our “Board of Directors” mean the board of directors of PAA GP Holdings LLC. Thus, the corporate governance of PAA GP Holdings LLC is, in effect, the corporate governance of the Partnership, subject in all cases to any specific unitholder rights contained in the partnership agreement.

Unitholders are limited partners and do not directly or indirectly participate in our management or operation. Unlike holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business or governance. In addition, our partnership agreement limits any fiduciary duties our general partner might owe to our unitholder. As a general partner, our general partner is liable for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically non-recourse to it. Our general partner has the sole discretion to incur indebtedness or other obligations on our behalf on a non-recourse basis to the general partner. Our general partner has in the past exercised such discretion and intends to exercise such discretion in the future.

Beginning in 2018, Plains GP Holdings L.P. will hold an annual meeting of its shareholders for the purpose of electing “eligible PAGP GP directors,” consisting of directors on our Board of Directors with expiring terms other than (i) any director subject to designation, (ii) the chief executive officer of PAA GP Holdings and (iii) any director subject to appointment by the holders of PAA's Series A Preferred Units. As the sole holder of Plains GP Holdings, L.P.’s Class C shares, we will hold an annual meeting to allow our unitholders (other than Plains AAP, L.P.) to cast a "pass-through vote" instructing us how to vote our Class C Shares in such election. We will vote (or refrain from voting) our Class C shares for the election of eligible PAGP GP directors in the same proportion as the votes received from or withheld by our unitholders.

For more information on our governance, please see our governance guidelinescode of business conduct and board committee charters. In addition, please view our code of ethics for senior financial officers.

Our operations are conducted through, and our operating assets are owned by, our subsidiaries. We own our interests in our subsidiaries primarily through our interests in Plains Marketing, L.P., Plains Pipeline, L.P., PAA Natural Gas Storage, L.P. and Pacific Energy Group LLC. Our Canadian operations are conducted through Plains Midstream Canada ULC.

Our general partner does not receive a management fee or other compensation in connection with its management of our business, but it is reimbursed for substantially all direct and indirect expenses incurred on our behalf.
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