|As a limited partnership, we do not directly have directors, officers or employees. Our operations and activities are managed by Plains All American GP LLC (“GP LLC”), which employs our management and operational personnel (other than our Canadian personnel, who are employed by Plains Midstream Canada ULC). GP LLC is the general partner of Plains AAP, L.P., which is the sole member of PAA GP LLC, our general partner. Plains GP Holdings, L.P. (“PAGP”) is the sole member of GP LLC, and PAA GP Holdings LLC (“PAGP GP”) is the general partner of PAGP. The Board of Directors of PAGP GP (the “Board”) has responsibility for managing the business and affairs of PAGP, PAA and AAP.
Our unitholders are limited partners and do not directly or indirectly participate in our management or operation. Unlike holders of common stock in a corporation, our unitholders have only limited voting rights on matters affecting our business or governance, subject in all cases to any specific unitholder rights contained in our partnership agreement. The voting rights of our common unitholders (other than AAP) and our Series A preferred units include the election of directors.
Subject to limited exceptions, PAGP GP’s Third Amended and Restated Limited Liability Company Agreement (as amended, the “PAGP GP LLC Agreement”) provides that the Board will consist of up to 13 members, including the CEO and, based on current ownership levels, up to two designated directors. In addition, if PAA fails to make three distributions on its Series A preferred units (whether or not consecutive), the holders of Series A preferred units will have the right to appoint a new member of the Board to serve until such time as all accrued and unpaid distributions on the Series A preferred units have been paid in full.
One member of the Board will be designated to serve as Chairman of the Board. In the event that the roles of CEO and Chairman of the Board are held by the same person, an independent director will be designated to serve as Lead Director. The PAGP GP LLC Agreement also requires that at least a majority of directors must meet the independence requirements of the national securities exchange on which the securities of PAA and PAGP are listed (currently the NYSE).
The Board is divided into three staggered classes (excluding those directors who are also officers or employees of GP LLC). At each annual meeting, only the eligible directors of a class whose term is expiring (i.e., directors of such class who are not “designated” directors) will be up for election and, upon election, the elected directors in that class will serve for a term of three years, subject to a director’s earlier resignation, death or removal. If a director is elected to the Board to fill a vacancy, that director will have the same remaining term as his or her predecessor.
For more information on our governance, please see our governance guidelines, code of business conduct (which sets forth our core values) and board committee charters. In addition, please view our code of ethics for senior financial officers.