Board Composition

• 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 Steve Malcolm, chairman and CEO.
• Board compensation: The nominating and governance 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 williams.com