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Structure & Governance

As is the case with many publicly traded partnerships, we do not directly have officers, directors or employees. All of our officers and other personnel necessary for our business to function (to the extent not outsourced) are employed by Plains All American GP LLC. Plains All American GP LLC is the general partner of Plains AAP, L.P., which is the sole member of PAA GP LLC, the general partner of Plains All American Pipeline L.P. (“PAA”). We own all of the managing member interest in Plains All American GP LLC and a limited partner interest in Plains AAP, L.P. Our general partner is PAA GP Holdings LLC.

Our general partner manages our operations and activities. Class A shareholders are limited partners and do not directly or indirectly participate in the management of our operations. As a general partner, our general partner is liable for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically non-recourse to it. Our general partner has the sole discretion to incur indebtedness or other obligations on our behalf on a non-recourse basis to the general partner.

Our partnership agreement provides that the general partner will manage and operate the Partnership and that, unlike holders of common stock in a corporation, Class A shareholders will have only limited voting rights on matters affecting our business or governance. References to our "Board of Directors" mean the board of directors of PAA GP Holdings LLC, which is currently elected by the members of PAA GP Holdings LLC, and not by the Class A shareholders. Thus, the corporate governance of PAA GP Holdings LLC is, in effect, the corporate governance of the Partnership, subject in all cases to any specific Class A shareholder rights contained in our partnership agreement.

Beginning in 2018, we will hold an annual meeting of our shareholders for the purpose of electing “eligible PAGP GP directors,” consisting of directors on our Board of Directors with expiring terms other than (i) any director subject to designation, (ii) the chief executive officer of PAA GP Holdings and (iii) any director subject to appointment by the holders of PAA's Series A Preferred Units. As the sole holder of Plains GP Holdings, L.P.’s Class C shares, PAA will hold an annual meeting to allow its unitholders (other than Plains AAP, L.P.) to cast a "pass-through vote" instructing us how to vote its Class C Shares in such election. PAA will vote (or refrain from voting) its Class C shares for the election of eligible PAGP GP directors in the same proportion as the votes received from or withheld by its unitholders.

For more information on our governance, please see our governance guidelines, code of business conduct and business board committee charters. In addition, please view our code of ethics for senior financial officers.

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