NYSE Standards Compliance

1.
Listed companies must have a majority of independent directors Y - 10 independent,
1 management
2.
Williams' independent directors meet the NYSE standards for independent Y
3.
Non-management directors must meet regularly scheduled sessions without management At least twice per year
4.
Must have a corporate governance committee composed entirely of independent directors Y
5.
Compensation committee must be composed entirely of independent directors Y
6.
Director's fees are the only compensation an audit committee member may receive from the company Y
7.
Audit committee has the sole authority to hire and fire independent auditors and to approve any significant non-audit relationship with the independent auditors Y
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 plans Y
9.
Board of directors must adopt and disclose corporate governance guidelines Y, 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 officers Y, please see Williams' Code of Business Conduct.
11.
Listed foreign private issuers must disclose ways their corporate governance practices differ from the NYSE N/A
12.
CEO must certify to the NYSE each year that he/she is not aware of any violation of NYSE corporate governance listing standards Y