Structure & Governance

As is the case with many publicly traded partnerships, we do not directly have officers, directors or employees. Our operations and activities are managed by Plains All American GP LLC, which employs our management and operational personnel (other than our Canadian personnel, who are employed by PMC (Nova Scotia) Company). Plains All American GP LLC is the general partner of Plains AAP, L.P., which is the sole member of PAA GP LLC, our general partner. References to our general partner, unless the context requires, include any or all of Plains All American GP LLC, Plains AAP, L.P. and PAA GP LLC. References to our officers, directors and employees are references to the officers, directors and employees of Plains All American GP LLC (or, in the case of our Canadian operations, PMC (Nova Scotia) Company).

Our general partner manages our operations and activities. Unitholders are limited partners and do not directly or indirectly participate in our management or operation. Our general partner owes a fiduciary duty to the unitholders, as limited by our partnership agreement. 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 general partner has in the past exercised such discretion and intends to exercise such discretion in the future.

Our partnership agreement provides that the general partner will manage and operate the partnership and that, unlike holders of common stock in a corporation, unitholders 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 Plains All American GP LLC, which is elected by the members of Plains All American GP LLC, and not by the unitholders. Thus, the corporate governance of Plains All American GP LLC is, in effect, the corporate governance of the Partnership, subject in all cases to any specific unitholder rights contained in the partnership agreement.

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

Our operations are conducted through, and our operating assets are owned by, our subsidiaries. We own our interests in our subsidiaries primarily through our interests in Plains Marketing, L.P., Plains Pipeline, L.P., and Pacific Energy Group LLC. Our Canadian and LPG operations are conducted through Plains Marketing Canada, L.P. Canadian personnel are employed by Plains Marketing Canada, L.P.'s general partner, PMC (Nova Scotia) Company.

Our general partner does not receive a management fee or other compensation in connection with its management of our business, but it is reimbursed for substantially all direct and indirect expenses incurred on our behalf.

For a graphical depiction of our partnership structure, please see our structure chart.