EEQ » Topics » SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

These excerpts taken from the EEQ 10-K filed Feb 19, 2009.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and changes in ownership of our equity securities and to furnish us with copies of all reports filed. To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, the officers, directors, and greater than 10% beneficial owners complied with all applicable filing requirements of Section 16(a) of the Exchange Act during the year.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and changes in ownership of our equity securities and to furnish us with copies of all reports filed. To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, the officers, directors, and greater than 10% beneficial owners complied with all applicable filing requirements of Section 16(a) of the Exchange Act during the year.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and
changes in ownership of our equity securities and to furnish us with copies of all reports filed. To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required,
the officers, directors, and greater than 10% beneficial owners complied with all applicable filing requirements of Section 16(a) of the Exchange Act during the year.

FACE="Times New Roman" SIZE="2">GOVERNANCE MATTERS

We are a “controlled company,” as that term is used in NYSE
Rule 303A, because all of our voting shares are owned by the General Partner. Because we are a controlled company, the NYSE listing standards do not require that we or the General Partner have a majority of independent directors or a nominating
or compensation committee of the General Partner’s board of directors.

The NYSE listing standards require our Chief Executive Officer
to annually certify that he is not aware of any violation by the Partnership of the NYSE corporate governance listing standards. Accordingly, this certification was provided as required to the NYSE on March 22, 2008.

STYLE="margin-top:18px;margin-bottom:0px; margin-left:2%; text-indent:-2%">CODE OF ETHICS, STATEMENT OF BUSINESS CONDUCT AND CORPORATE GOVERNANCE GUIDELINES

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We have adopted a Code of Ethics applicable to our senior financial officers, including the principal executive officer, principal financial officer and
principal accounting officer. A copy of the Code of Ethics for Senior Financial Officers is available on our website at www.enbridgemanagement.com and is included herein as Exhibit 14.1. We post on our website any amendments to or
waivers of our Code of Ethics for Senior Financial Officers. Additionally, this material is available in print, free of charge, to any person who requests the information. Persons wishing to obtain this printed material should submit a request to
Corporate Secretary, c/o Enbridge Energy Management, L.L.C., 1100 Louisiana, Suite 3300, Houston, TX 77002.

We also have a
Statement of Business Conduct applicable to all of our employees, officers and directors. A copy of the Statement of Business Conduct is available on our website at www.enbridgemanagement.com. We post on our website any amendments to or
waivers of our Statement of Business Conduct. Additionally, this material is available in print, free of charge, to any person who requests the information. Persons wishing to obtain this printed material should submit a request to Corporate
Secretary, c/o Enbridge Energy Management, L.L.C., 1100 Louisiana, Suite 3300, Houston, TX 77002.

We also have a statement of
Corporate Governance Guidelines that sets forth the expectation of how the Board should function and the Board’s position with respect to key corporate governance issues. A copy of the Corporate Governance Guidelines is available on our website
at www.enbridgemanagement.com. We post on our website any amendments to our Corporate Governance Guidelines. Additionally, this material is available in print, free of charge, to any person who requests the information. Persons wishing to
obtain this printed material should submit a request to Corporate Secretary, c/o Enbridge Energy Management, L.L.C., 1100 Louisiana, Suite 3300, Houston TX 77002.

FACE="Times New Roman" SIZE="2">AUDIT, FINANCE & RISK COMMITTEE

We have an Audit, Finance & Risk Committee (the
“Audit Committee”) comprised of four board members who are independent as the term is used in Section 10A of the Exchange Act. None of these members is relying upon any exemptions from the foregoing independence requirements. The
members of our Audit Committee are Jeffrey A. Connelly, Dan A. Westbrook, Martha O. Hesse, and George K. Petty. Our Audit Committee provides independent oversight with respect to our internal controls, accounting policies, financial reporting,
internal audit

 


22







Table of Contents


Index to Financial Statements



function and the report of the independent registered public accounting firm. Our Audit Committee also reviews the scope and quality, including the
independence and objectivity of the independent and internal auditors and the fees paid for both audit and non-audit work and makes recommendations concerning audit matters, including the engagement of the independent auditors, to the board of
directors.

The charter of our Audit Committee is filed as an exhibit to this Annual Report on Form 10-K and is available on our
website at www.enbridgemanagement.com. The charter of our Audit Committee complies with the listing standards of the NYSE currently applicable to us. This material is available to print, free of charge, to any person who requests the
information. Persons wishing to obtain this printed material should submit a request to Corporate Secretary, c/o Enbridge Energy Management, L.L.C., 1100 Louisiana, Suite 3300, Houston, TX 77002.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Our board of directors has determined that that Jeffrey A. Connelly and Martha O. Hesse qualify as “Audit Committee financial experts” as
defined in Item 407(d)(ii) of SEC Regulation S-K. Each of the members of our Audit, Finance, and Risk Committee is independent as defined by Section 303A of the listing standards of the NYSE.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Ms. Hesse also serves on the Audit Committees of the General Partner, Enbridge Management, AMEC plc. and of Terra Industries, Inc. In
compliance with the provisions of the Audit, Finance & Risk Committee Charter, the boards of directors of the General Partner and of Enbridge Management have determined that Ms. Hesse’s simultaneous service on such audit
committees does not impair her ability to effectively serve on the Audit, Finance & Risk Committee.

Our Audit Committee has
established procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding
questionable accounting or auditing matters. Persons wishing to communicate with our Audit Committee may do so by writing in care of Chairman, Audit Committee, c/o Enbridge Energy Management, L.L.C., 1100 Louisiana, Suite 3300, Houston TX
77002.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and
changes in ownership of our equity securities and to furnish us with copies of all reports filed. To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required,
the officers, directors, and greater than 10% beneficial owners complied with all applicable filing requirements of Section 16(a) of the Exchange Act during the year.

FACE="Times New Roman" SIZE="2">GOVERNANCE MATTERS

We are a “controlled company,” as that term is used in NYSE
Rule 303A, because all of our voting shares are owned by the General Partner. Because we are a controlled company, the NYSE listing standards do not require that we or the General Partner have a majority of independent directors or a nominating
or compensation committee of the General Partner’s board of directors.

The NYSE listing standards require our Chief Executive Officer
to annually certify that he is not aware of any violation by the Partnership of the NYSE corporate governance listing standards. Accordingly, this certification was provided as required to the NYSE on March 22, 2008.

STYLE="margin-top:18px;margin-bottom:0px; margin-left:2%; text-indent:-2%">CODE OF ETHICS, STATEMENT OF BUSINESS CONDUCT AND CORPORATE GOVERNANCE GUIDELINES

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We have adopted a Code of Ethics applicable to our senior financial officers, including the principal executive officer, principal financial officer and
principal accounting officer. A copy of the Code of Ethics for Senior Financial Officers is available on our website at www.enbridgemanagement.com and is included herein as Exhibit 14.1. We post on our website any amendments to or
waivers of our Code of Ethics for Senior Financial Officers. Additionally, this material is available in print, free of charge, to any person who requests the information. Persons wishing to obtain this printed material should submit a request to
Corporate Secretary, c/o Enbridge Energy Management, L.L.C., 1100 Louisiana, Suite 3300, Houston, TX 77002.

We also have a
Statement of Business Conduct applicable to all of our employees, officers and directors. A copy of the Statement of Business Conduct is available on our website at www.enbridgemanagement.com. We post on our website any amendments to or
waivers of our Statement of Business Conduct. Additionally, this material is available in print, free of charge, to any person who requests the information. Persons wishing to obtain this printed material should submit a request to Corporate
Secretary, c/o Enbridge Energy Management, L.L.C., 1100 Louisiana, Suite 3300, Houston, TX 77002.

We also have a statement of
Corporate Governance Guidelines that sets forth the expectation of how the Board should function and the Board’s position with respect to key corporate governance issues. A copy of the Corporate Governance Guidelines is available on our website
at www.enbridgemanagement.com. We post on our website any amendments to our Corporate Governance Guidelines. Additionally, this material is available in print, free of charge, to any person who requests the information. Persons wishing to
obtain this printed material should submit a request to Corporate Secretary, c/o Enbridge Energy Management, L.L.C., 1100 Louisiana, Suite 3300, Houston TX 77002.

FACE="Times New Roman" SIZE="2">AUDIT, FINANCE & RISK COMMITTEE

We have an Audit, Finance & Risk Committee (the
“Audit Committee”) comprised of four board members who are independent as the term is used in Section 10A of the Exchange Act. None of these members is relying upon any exemptions from the foregoing independence requirements. The
members of our Audit Committee are Jeffrey A. Connelly, Dan A. Westbrook, Martha O. Hesse, and George K. Petty. Our Audit Committee provides independent oversight with respect to our internal controls, accounting policies, financial reporting,
internal audit

 


22







Table of Contents


Index to Financial Statements



function and the report of the independent registered public accounting firm. Our Audit Committee also reviews the scope and quality, including the
independence and objectivity of the independent and internal auditors and the fees paid for both audit and non-audit work and makes recommendations concerning audit matters, including the engagement of the independent auditors, to the board of
directors.

The charter of our Audit Committee is filed as an exhibit to this Annual Report on Form 10-K and is available on our
website at www.enbridgemanagement.com. The charter of our Audit Committee complies with the listing standards of the NYSE currently applicable to us. This material is available to print, free of charge, to any person who requests the
information. Persons wishing to obtain this printed material should submit a request to Corporate Secretary, c/o Enbridge Energy Management, L.L.C., 1100 Louisiana, Suite 3300, Houston, TX 77002.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Our board of directors has determined that that Jeffrey A. Connelly and Martha O. Hesse qualify as “Audit Committee financial experts” as
defined in Item 407(d)(ii) of SEC Regulation S-K. Each of the members of our Audit, Finance, and Risk Committee is independent as defined by Section 303A of the listing standards of the NYSE.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Ms. Hesse also serves on the Audit Committees of the General Partner, Enbridge Management, AMEC plc. and of Terra Industries, Inc. In
compliance with the provisions of the Audit, Finance & Risk Committee Charter, the boards of directors of the General Partner and of Enbridge Management have determined that Ms. Hesse’s simultaneous service on such audit
committees does not impair her ability to effectively serve on the Audit, Finance & Risk Committee.

Our Audit Committee has
established procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding
questionable accounting or auditing matters. Persons wishing to communicate with our Audit Committee may do so by writing in care of Chairman, Audit Committee, c/o Enbridge Energy Management, L.L.C., 1100 Louisiana, Suite 3300, Houston TX
77002.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and changes in ownership of our equity securities and to furnish us with copies of all reports filed. Based on our review of the Section 16(a) filings that have been received by us and inquiries made to our directors and executive officers, we believe that all filings required to be made under Section 16(a) during 2008 and prior years were timely made, except that during 2006, George K. Petty, one of the directors of our General Partner and Enbridge Management inadvertently failed to report the purchase of 683 Class A common units by his aunt. Mr. Petty’s aunt opened a brokerage account in her name in March 2006, naming Mr. Petty as her attorney-in-fact and purchased 683 Class A common units. Mr. Petty inadvertently failed to file a Form 4 timely to report her purchase when he was granted a power of attorney over this account. This transaction was reported by Mr. Petty on a Form 4 filed in January 2009. According to the Form 4

 

102


Table of Contents
Index to Financial Statements

filing, while Mr. Petty is deemed to be the beneficial owner of the shares of our Class A common units held in the account, his aunt also has dispositive authority with respect to the Class A common units and other securities held in the account.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and changes in ownership of our equity securities and to furnish us with copies of all reports filed. Based on our review of the Section 16(a) filings that have been received by us and inquiries made to our directors and executive officers, we believe that all filings required to be made under Section 16(a) during 2008 and prior years were timely made, except that during 2006, George K. Petty, one of the directors of our General Partner and Enbridge Management inadvertently failed to report the purchase of 683 Class A common units by his aunt. Mr. Petty’s aunt opened a brokerage account in her name in March 2006, naming Mr. Petty as her attorney-in-fact and purchased 683 Class A common units. Mr. Petty inadvertently failed to file a Form 4 timely to report her purchase when he was granted a power of attorney over this account. This transaction was reported by Mr. Petty on a Form 4 filed in January 2009. According to the Form 4

 

102


Table of Contents
Index to Financial Statements

filing, while Mr. Petty is deemed to be the beneficial owner of the shares of our Class A common units held in the account, his aunt also has dispositive authority with respect to the Class A common units and other securities held in the account.

These excerpts taken from the EEQ 10-K filed Feb 21, 2008.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and changes in ownership of our equity securities and to furnish us with copies of all reports filed. To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, the officers, directors, and greater than 10% beneficial owners complied with all applicable filing requirements of Section 16(a) of the Exchange Act during the year.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and changes in ownership of our equity securities and to furnish us with copies of all reports filed. To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, the officers, directors, and greater than 10% beneficial owners complied with all applicable filing requirements of Section 16(a) of the Exchange Act during the year.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE



        Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and
changes in ownership of our equity securities and to furnish us with copies of all reports filed. To our knowledge, based solely on a review of the copies of reports furnished to us and written
representations that no other reports were required, the officers, directors, and greater than 10% beneficial owners complied with all applicable filing requirements of Section 16(a) of the
Exchange Act during the year.



These excerpts taken from the EEQ 10-K filed Feb 22, 2007.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and changes in ownership of our equity securities and to furnish us with copies of all reports filed. To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, the officers, directors, and greater than 10% beneficial owners complied with all applicable filing requirements of Section 16(a) of the Exchange Act during the year.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and changes in ownership of our equity securities and to furnish us with copies of all reports filed. To our knowledge, based solely on a review of the copies of reports furnished to us and written representations that no other reports were required, the officers, directors, and greater than 10% beneficial owners complied with all applicable filing requirements of Section 16(a) of the Exchange Act during the year, except that Mr. G.K. Petty filed a late Form 4 on March 20, 2006, for transactions that occurred on March 13, 2006.

These excerpts taken from the EEQ 10-K filed Feb 23, 2006.
(b) SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and changes in ownership of our equity securities and to furnish us with copies of all reports filed. Based solely on the review of the reports furnished to us, we believe that, during fiscal year 2005, all Section 16(a) filing requirements applicable to Enbridge Management’s directors, executive officers and greater than 10% beneficial owners were met.

(b)   SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC, reports of ownership and changes in ownership of our equity securities and to furnish us with copies of all reports filed. Based solely on the review of the reports furnished to us, we believe that, during fiscal year 2005, all Section 16(a) filing requirements applicable to Enbridge Management’s directors, officers, and greater than 10% beneficial owners were met.

This excerpt taken from the EEQ 10-K filed Feb 25, 2005.

(b)   SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Exchange Act requires our directors, executive officers and 10% beneficial owners to file with the SEC reports of ownership and changes in ownership of our equity securities and to furnish us with copies of all reports filed. Based solely on the review of the reports furnished to us, we believe that, during fiscal year 2004, all Section 16(a) filing requirements applicable to Enbridge Management's directors, officers, and greater than 10% beneficial owners were met.

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