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

Nominating and
Governance Committee
  Charter Charter Charter Charter
Independent Directors        
Stephen W. Bergstrom    
Stephen I. Chazen    
Charles I. Cogut    
Kathleen B. Cooper    
Michael A. Creel      
Peter A. Ragauss    
Scott D. Sheffield    
Murray D. Smith    
William H. Spence    
Janice D. Stoney    
         
Inside Director        
Alan S. Armstrong        
 Member      Chairperson
 

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.

Compensation Committee
The primary purpose of the Compensation 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.

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.

Nominating and Governance Committee
The purpose of the Nominating and Governance 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.