Williams logo Williams logo Williams Search Primary Menu CORPORATE GOVERNANCE Home > Our Company > Corporate Governance We are responsible stewards, running our business with integrity and openness – the heart of our Core Values & Beliefs. Our policies are designed to provide our shareholders with company information that is accurate, timely and meaningful. Our board and management team take several steps to strengthen the governance of the company and ensure compliance with the Sarbanes-Oxley Act and related Securities & Exchange Commission regulations. VIEW OUR FULL CORPORATE GOVERNANCE GUIDELINES. BOARD MEETINGS ETHICS COMPLIANCE STRUCTURE CHARTERS & BYLAWS CODE OF BUSINESS CONDUCT CODE OF BUSINESS CONDUCT FOR SUPPLIERS AND CONTRACTORS REPORTING VIOLATIONS ACCOUNTING OR AUDITING CONCERNS OR COMPLAINTS POLITICAL CONTRIBUTIONS & LOBBYING SUSTAINABILITY REPORT POLICIES AND STANDARDS WILLIAMS BOARD COMMITTEES & CHARTERS Board membership criteria The nominating and governance committee is responsible for recommending new directors to the board. Director nominees must meet the following criteria: Possess a background that demonstrates an understanding of business and financial affairs and the complexities of a business organization Possess a genuine interest in representing all of the stockholders and the interest of Williams overall Be willing and able to spend the necessary time required to function effectively as a Director Have a reputation for honesty and integrity beyond question Possess no conflicts of interest that would interfere with the duty of loyalty owed to Williams Remain “independent” as defined by the New York Stock Exchange, unless a member of Williams’ management Number of independent directors All of the directors on Williams’ board are independent with the exception of the president and CEO. Board compensation The compensation committee recommends non-employee Director compensation to the full Board of Directors. The committee considers comparable companies’ director compensation and also encourages Williams stock ownership to align the interests of the board members with the company’s shareholders. Board contact with shareholders, media, customers and other external parties Williams’ Board believes that the company’s management and other appropriate personnel should handle inquiries from external constituencies. Questions about the company should be directed to the company’s investor relations or public relations contacts found on www.williams.com. Communications with Directors Any stockholder or other interested party may communicate with our directors, individually or as a group, by contacting our corporate secretary or the Chairman of the Board. The current contact information is as follows: The Williams Companies, Inc. One Williams Center, MD 49 Tulsa, OK 74172 Attn: Chairman of the Board The Williams Companies, Inc. One Williams Center, MD 47 Tulsa, OK 74172 Attn: Corporate Secretary Communications will be forwarded to the relevant director(s) except for solicitations or other matters not related to the company. Audit Committee Compensation and Management Development Committee Environmental, Health, and Safety Committee Governance and Sustainability Committee Charter Charter Charter Charter Independent Directors Stephen W. Bergstrom x x Nancy K. Buese x x Stephen I. Chazen x x Charles I. Cogut x x Michael A. Creel x x Stacey H. Doré x x Vicki L. Fuller x x Peter A. Ragauss x – Chairperson x Rose M. Robeson x x Scott D. Sheffield x – Chairperson x Murray D. Smith x x – Chairperson William H. Spence x x – Chairperson Inside Director Alan S. Armstrong Audit Committee The Audit Committee’s purpose is to represent and provide assistance to the board of directors of the company in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of the company and its subsidiaries. In addition, the committee’s purpose includes (a) representing and assisting the board’s oversight of (i) the integrity of the company’s financial statements, (ii) the company’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence and (iv) the performance of the company’s internal audit function and independent auditors; (b) preparing the report of the committee to be included in the company’s annual proxy statement as required by the rules of the Securities and Exchange Commission (SEC); and (c) appointing and retaining the firm of independent public accountants with respect to the audit of the books and accounts of the company and its subsidiaries. Charters Compensation and Management Development Committee The primary purpose of the Compensation and Management Development Committee of the board of directors of the company is to oversee and direct the design and implementation of strategic programs that promote the attraction, retention and appropriate reward of members of the Executive Officer Team and are designed to motivate the company’s Executive Officer Team toward the achievement of business objectives and to align the Executive Officer Team’s focus with the long-term interest of shareholders. The committee shall also approve and make recommendations to the board to assist in fulfilling its responsibility to oversee the establishment and administration of the company’s compensation programs, including incentive compensation and equity based plans and related matters for employees subject to Section 16 of the Securities Exchange Act of 1934, as amended. The Committee will also oversee the compensation of the board’s management directors. Charters Environmental, Health and Safety Committee The Environmental, Health and Safety Committee oversees, considers and evaluates all matters related to safety (“Safety Matters”) and engages directly with the Company’s management and its advisors, who will from time-to-time provide reports, analyses and other information as may be requested by the Environmental, Health and Safety Committee. Charters Governance and Sustainability Committee The purpose of the Governance and Sustainability Committee. is to identify individuals qualified to become members of the board of directors of the company, consistent with criteria approved by the board and analyze and recommend to the board action with respect to corporate governance matters for the company. Charters