Board Committees

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 williams.com.

	Audit Committee	Compensation Committee	Finance Committee	Nominating and Governance Committee
	Charter	Charter	Charter	Charter
Independent Directors
Joseph R. Cleveland
Kathleen B. Cooper
Ralph Izzo
John A. Hagg
Juanita H. Hinshaw
Frank T. MacInnis
Steven W. Nance
Murray D. Smith
Janice D. Stoney
Laura A. Sugg

Inside Director
Alan 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 executive officers and are designed to motivate the company’s executive officers toward the achievement of business objectives and to align the executive officers’ focus with the long-term interest of shareholders. In addition, the committee shall produce an annual report on executive compensation as required by the rules of the SEC to be included in the company’s proxy statement. 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.

Finance Committee
The Finance Committee’s purpose is to oversee all areas of corporate finance of the company. The committee shall exercise the power and authority of the board and assist the board in fulfilling its responsibilities in connection with the financial affairs of the company.

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, recommend to the board director candidates for election at the annual meeting of shareholders, and develop, periodically review and recommend to the board a set of corporate governance guidelines for the company.