Enbridge Energy Management LLC 10-K 2005
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Enbridge Energy Partners, L.P.(the "Partnership") is a Delaware limited partnership whose Class A Common Units are registered under Section 12 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and are listed on the New York Stock Exchange. Prior to 2002, the business and affairs of the Partnership were managed by its general partner, Enbridge Energy Company, Inc. ("the General Partner"), a Delaware Company. Pursuant to a Delegation of Control Agreement (the "Delegation Agreement"), the General Partner delegated its control and management over the business and affairs of the Partnership to Enbridge Energy Management, L.L.C., a Delaware limited liability company ("EEM"). Through the operation of the Delegation Agreement and the Agreement of Limited Partnership of the Partnership, the board of directors of EEM and its standing committees, rather than the board of the general partner and its standing committees, perform most of the functions of the board of directors and standing committees of the Partnership.
The listed shares of EEM are also registered under Section 12 of the Exchange Act and listed on the New York Stock Exchange. This charter shall serve as the Charter of the Audit Committee of the Board of Directors of EEM, acting on its own behalf, and in its capacity as delegate of the general partner of the Partnership. Accordingly, the term "Company" as used in this charter, is defined to mean EEM, both in its own capacity and as the delegate of the General Partner's management authority with respect to the Partnership.
There shall be a committee, to be known as the Audit, Finance & Risk Committee (the "Committee"), of the Board of Directors of EEM.
Each year the Board shall elect from its members, not less than three (3) Directors to serve on the Committee (the "Members"). No Member of the Committee shall be an officer or employee of the Company or any of the Company's affiliates. All members of the Committee shall, in the judgment of the Board, be unrelated and independent and shall satisfy applicable stock exchange and legal requirements. Determinations on whether a Director meets the requirements for membership on the Committee shall be made by the Board. At least one member of the Committee shall be a "financial expert" as determined by the Board and as defined by legal or regulatory requirements. No Director may serve as a member of the Committee if such Director also serves on the audit committees of more than two other public entities unless the Board determines that such simultaneous service would not impair the ability of such Director to effectively serve on the Committee.
Any Member may be removed or replaced at any time by the Board and shall cease to be a Member upon ceasing to be a Director of the Company. Each Member shall hold office until the close of the next annual meeting of directors of the Company at which Members are elected or until the Member ceases to be a Director, resigns or is replaced, whichever first occurs. Vacancies may be filled by the Board.
The Corporate Secretary of the Company shall be secretary to the Committee unless the Committee directs otherwise.
The Committee shall convene at such times and places designated by its Chair or whenever a meeting is requested by a Member, the Board, an officer, the internal auditor or the external auditors of the Company. A minimum of twenty-four (24) hours notice of each meeting shall be given to each Member and to the internal and external auditors.
A majority of Members present shall constitute a quorum for purposes of a meeting. Where the Members consent, and proper notice has been given or waived, Members of the Committee may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a Member participating in such a meeting by any such means is deemed to be present at that meeting.
In the absence of the Chair of the Committee, the Members may choose one (1) of the Members to be the Chair of the meeting.
At the invitation of a Member, other Board members, officers or employees of the Company, the external auditors, external counsel and other experts or consultants may attend any meeting of the Committee.
Members of the Committee may meet separately with any member of management, the external auditors, the internal auditor, internal or external counsel or any other expert or consultant.
Minutes shall be kept of all meetings of the Committee.
The Company shall provide appropriate funding, as determined by the Committee, for the payment of compensation to the external auditors and any independent counsel, experts or advisors employed by the Committee and administrative expenses of the Committee.
V. REVIEW OF CHARTER
The Committee shall review and reassess the adequacy of its Charter at least annually and propose recommended changes to the Board.
VI. DUTIES AND RESPONSIBILITIES
The Committee provides assistance to the Board in fulfilling its oversight responsibility to the shareholders, the investment community and others, relating to the integrity of the Company's financial statements and the financial reporting process, the management information systems and financial controls, the internal audit function, the external auditors' qualifications, independence, performance and reports, the Company's compliance with legal and regulatory requirements and the risk identification, assessment and management program. In so doing, it is the Committee's responsibility to maintain an open avenue of communication between the Committee, the external auditors, the internal auditors and management of the Company.
Management is responsible for preparing the interim and annual financial statements and financial disclosure of the Company and for maintaining a system of internal controls to provide reasonable assurance that assets are safeguarded and that transactions are authorized, executed, recorded and reported properly. The Committee's role is to provide meaningful and effective oversight and counsel to management without assuming responsibility for management's day-to-day duties.
In performance of its duties and responsibilities, the Committee shall have the right as it determines necessary to carry out its duties to engage independent counsel, experts and other advisors, to inspect any and all of the books and records of the Company, its subsidiaries and affiliates, and to discuss with the officers of the Company, its subsidiaries and affiliates, the internal auditor and the external auditors, such accounts, records and other matters as any Member considers appropriate.
The Committee shall have the following specific duties and responsibilities:
A. DUTIES AND RESPONSIBILITIES RELATED TO THE EXTERNAL AUDITORS.
The Committee shall:
B. DUTIES AND RESPONSIBILITIES RELATED TO AUDITS AND FINANCIAL REPORTING.
The Committee shall:
The Committee shall:
D. DUTIES AND RESPONSIBILITIES RELATED TO FINANCE.
The Committee shall:
E. DUTIES AND RESPONSIBILITIES RELATED TO RISK MANAGEMENT
The Committee shall:
F. OTHER DUTIES OF AUDIT, FINANCE & RISK COMMITTEE
The Committee shall, as required, or as deemed necessary by the Committee:
with any audit committee of a parent or subsidiary Company, respecting the independence of such parent or subsidiary directors and managing to ensure efficiency, effectiveness and consistency of approach with such parent or subsidiary.
VII. COMMITTEE TIMETABLE
The major annual activities of the Committee shall be outlined in an annual schedule.
VIII. DELEGATION TO SUBCOMMITTEE
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee. The Committee may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by the external auditors, provided that any such approvals are presented to the Committee at its next scheduled meeting.
CHARTER FOR THE AUDIT, FINANCE & RISK COMMITTEE ENBRIDGE ENERGY MANAGEMENT, L.L.C.