Corporate Governance Documents

    Outline
    Board Meetings
    Williams Code of Business Conduct
    Ethics Compliance Structure
    Code of Ethics for Senior Officers
    NYSE Standards Compliance
    By-Laws
    Corporate Governance Guidelines
    Accounting or Auditing Concerns or Complaints
    Political Contributions and Lobbying


    Board Meetings
    While the board is not involved in the day-to-day operations of Williams, directors are kept informed about the business through discussions with the CEO and other officers, by reviewing analyses and reports provided to them on a regular basis and by participating in board and committee meetings. The standard practice for frequency of board meetings is to meet at least six times a year, however, the board meets frequently as necessary to conduct the business of the corporation.

    The independent, non-management directors meet without the CEO present at the beginning of each regularly scheduled board meeting.

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    Williams Code of Business Conduct
    Williams Code of Business Conduct
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    Ethics Compliance Structure
    Williams has an organizational structure in place to address business ethics issues.

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    Code of Ethics for Senior Officers

    In my role as (Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer) of Williams, I recognize that my position holds an important and elevated role in corporate governance. I am uniquely capable and empowered to ensure that stakeholders' interests are appropriately balanced, protected and preserved. Accordingly, this Code provides the following guidelines and responsibilities governing my professional and ethical conduct, and to which I am expected to adhere and advocate.

    I certify that I adhere to and advocate:

    1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
    2. Avoidance of conflicts of interest, including disclosure to the Chief Ethics and Compliance Officer of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;
    3. Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the U. S. Securities and Exchange Commission and in other public communications made by the
      Company;
    4. Compliance with applicable governmental laws, rules and regulations;
    5. The prompt internal reporting of Code violations to the Chief Ethics and Compliance Officer; and
    6. Accountability for adherence to the Code.

    ________________________________
    (Signature)

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    NYSE Standards Compliance
    1.
    Listed companies must have a majority of independent directorsY - 11 independent,
    1 management
    2.
    Williams' independent directors meet the NYSE standards for independentY
    3.
    Non-management directors must meet regularly scheduled sessions without managementAt least twice per year
    4.
    Must have a corporate governance committee composed entirely of independent directorsY
    5.
    Compensation committee must be composed entirely of independent directorsY
    6.
    Director's fees are the only compensation an audit committee member may receive from the companyY
    7.
    Audit committee has the sole authority to hire and fire independent auditors and to approve any significant non-audit relationship with the independent auditorsY
    8.
    Shareholders must be given the opportunity to vote on all equity-compensation plans, except inducement options, plans relating to mergers or acquisitions and tax qualified and excess benefit plansY
    9.
    Board of directors must adopt and disclose corporate governance guidelinesY, please see the Corporate Governance Guidelines.
    10.
    Company must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officersY, please see Williams' Code of Business Conduct.
    11.
    Listed foreign private issuers must disclose ways their corporate governance practices differ from the NYSEN/A
    12.
    CEO must certify to the NYSE each year that he/she is not aware of any violation of NYSE corporate governance listing standardsY
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    By-Laws
    By-Laws
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    Corporate Governance Guidelines
    Corporate Governance Guidelines
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    Accounting or Auditing Concerns or Complaints
    To submit accounting or auditing concerns or complaints, please use one of the options below to report a concern or complaint about accounting, internal accounting controls or auditing matters:

    Telephone

    (918) 573-3284
     
    or

    Mail

    The Williams Companies, Inc.
    One Williams Center
    Tulsa, OK 74172
    Attn: Business Ethics Resource Center, MD 47
     
    All such concerns or complaints will be received and processed by the Williams Business Ethics Resource Center and reported to the Audit Committee.
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    Political Contributions and Lobbying
    Public policy decisions can affect Williams' businesses and it is in the best interest of the company, its employees and stakeholders to be engaged in the political process at the federal, state and local level.
     
    Williams participates in the political process through contributions from the Williams Political Action Committee (WILLCO PAC) and through company contributions where legal and appropriate under state law. Williams has guidelines governing contributions which include prior written approval by the company's executive officer team. All political spending will reflect the company's interests and not those of individual officers or directors. No contribution will be made in anticipation of, in recognition of, or in return for an official act by the recipient of the contribution.
    The use of company funds or assets for political purposes must be approved through the government affairs department which, among other things, will obtain legal department confirmation that the proposed use is permissible under federal, state or other applicable law.
     
    As part of its oversight role in public policy, the Nominating and Governance Committee of the Board of Directors reviews, at least annually, the company's political contributions including spending related to trade associations and other tax exempt organizations. The Board also reviews spending guidelines. Corporate officers are available for any questions pertaining to policy or procedures, purpose and spending.
     
    Federal law prohibits companies from contributing to candidates for federal office, but many states allow corporate contributions to state and local candidates, committees, and political organizations and, where allowed, Williams may make such contributions. As described in the company's code of conduct, any contribution of company funds or the use of other assets for political purposes must be approved in advance by the company's executive officer team. Political contributions made with company funds outside the United States must be approved by the company's executive officer team and the legal department. Download the chart listing all political corporate contributions.
     
    Williams and WILLCO PAC make bipartisan contributions to political candidates and initiatives that support the advancement of the company's interests and the interests of the industry in which Williams operates. In determining which candidates and initiatives to support, Williams and WILLCO PAC balance the views promoted by a candidate or ballot initiative, the qualifications and effectiveness of the candidate or organization to which the contribution is made and the appropriateness of the company's level of involvement in the election or ballot initiative.
     
    With respect to particular candidates, among other factors, the company considers the candidate's:
    • Understanding of our industry and support for our positions on issues concerning our businesses;
    • Position on key committees that consider legislation critical to our business interests;
    • Leadership position or potential for leadership;
    • Representation of districts or states where Williams employees or facilities are located; and
    • Viability as a successful candidate.

    Williams belongs to a number of trade associations at the national, state and local levels. Williams will disclose all expenditures of corporate funds to these associations used for non-deductible lobbying and/or political expenditures under Internal Revenue Code Section 162(e). A chart of these expenditures is below.

    Political Action Committee

    Williams has a political action committee, WILLCO PAC. WILLCO PAC is a voluntary fund supported by Williams employees who choose to participate in the political process by pooling their resources to elect candidates who support a free and competitive economic system and who understand and support the interests of our businesses.
     
    WILLCO PAC is an independent, non-partisan entity that raises voluntary contributions from eligible Williams employees and supports candidates for Congressional office and for state office, where Federal PAC contributions are permitted by state law. Contributions to certain national party organizations may also be made as appropriate.
     
    Employee participation in the WILLCO PAC is strictly voluntary, and employees have a right to refuse to participate without fear of retaliation or reprisal. The company will not pressure or coerce employees to make personal expenditures in support of the PAC, or take any retaliatory action against employees who do not participate. Employees who participate in the PAC will not be reimbursed for their contribution or any other personal political expenditure.
     
    Contributions to the PAC are subject to written guidelines. Recommendations for contributions are prepared by the vice president of government affairs, who reports to the General Counsel, and presented to the executive officer team for approval.
    The Federal Election Commission regulates WILLCO PAC's activities. Reports detailing its activities are available on the FEC Website.

    Lobbying Disclosure

    Federal and state law requires Williams to report expenditures associated with activities that support lobbying. This includes expenditures associated with the activities of our employees and payments made to external entities and trade organizations. It is the responsibility of employees engaged in these activities to report their time at the required reporting intervals. Information on these activities and associated expenditures is available for public inspection on the U.S. House of Representatives Website.

    Gift Rules

    There are very strict rules pertaining to gifts to Executive and Legislative Branch employees, and to state legislators and their staff. It is the responsibility of all Williams' employees to know that rules regulate this conduct, that there are penalties for non-compliance and that full compliance is expected.

    There is not an absolute ban on the giving of gifts, but due to the potential appearance of impropriety, the complexity of the rules and the potential for mistakes, employees must receive prior approval from the vice president of government affairs before giving a gift to a covered employee.

    Williams makes reasonable efforts to track and report payments made to trade associations and other tax exempt organizations that may be used for political purposes, such as lobbying activities that would not be deductible under section 162(e)(1) of the Internal Revenue Code. The following trade associations and tax-exempt organizations have informed the company that the following dollar amounts of our membership dues were used in support of lobbying activities and are not deductible. Lobbying activities do not include contributions to political campaigns.

    2010 Contributions to Trade Associations and Other Tax Exempt Organizations
    American Natural Gas Alliance$1,326,750
    American Petroleum Institute338,593
    Interstate Natural Gas Association of America51,987
    New Direction Colorado50,000
    Common Sense Colorado50,000
    Business Roundtable41,886
    Marcellus Shale Coalition 25,000
    New Mexico Oil & Gas Association 20,250
    Colorado Oil & Gas Association 19,020
    State Chamber of Tulsa16,323
    Natural Gas Supply Association15,749
    Center on Executive Compensation 12,000
    Gas Processors Association8,723
    HR Policy Association7,200
    Louisiana Mid-Continent Oil & Gas Association6,996
    American Exploration and Production Council6,900
    Erisa Industry Committee6,300
    National Association of Publicly Traded Partnerships5,920
    Business Institute for Political Analysis (BIPAC)4,800
    Texas Oil and Gas Association4,500
    American Gas Association 4,375
    Louisiana Business and Industry Association 3,298
    Texas Pipeline Association2,500
    Mid-Continental Oil & Gas Association of OK1,800
    Association of Washington Business1,500
    Environmental Federation of OK1,100
    Tulsa Metro Chamber751
    Utah Manufacturers Association390
    Oklahoma Independent Petroleum Association 386
    US Oil & Gas Association300
    Associated Oregon Industries 280
    Maryland Chamber of Commerce 217
    Georgia Chamber of Commerce190
    Utah Petroleum Association188
    Independent Petroleum Association of America147
    Energy Association of Pennsylvania30
    Society for Human Resource Management13
    Total$2,036,361
     
     
     
     
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