Written Compliance Procedures of Discovery Gas Transmission LLC

Pursuant to Order No. 717, et seq., and Part 358 of the FERC Regulations

March 1, 2022

Table of Contents

Section                                                                                                                        Page

I.        Introduction                                                                                                              1

A.    Definitions                                                                                                          1

B.     Background Information Regarding Discovery Gas Transmission                    2

II.     Non-Discrimination Requirements                                                                           3

III.  Independent Functioning                                                                                          3

A.    Transmission Function Employees                                                                     3

B.     Marketing Function Employees                                                                         4

IV.  No Conduit Rule                                                                                                       4

A.    Access Control Procedures                                                                                 4

B.     Physical Access to Premises                                                                               5

V.    Transparency Rule                                                                                                    5

A.    Contemporaneous Disclosure                                                                            5

B.     Exclusion for Specific Transaction Information                                               5

C.     Voluntary Consent                                                                                             5

D.    Written Procedures                                                                                            6

E.     Identification of Affiliate Information                                                              6

(1)       Names and Addresses                                                                                 6

(2)       Shared Facilities                                                                                         6

(3)       Mergers                                                                                                       6

F.      Identification of Employee Information                                                            7

(1)       Job Titles and Job Descriptions                                                                  7

(2)       Employee Transfers                                                                                    7

G.    Timing and General Requirements of Postings                                                7

H.    Exclusion for and Recordation of Certain Information Exchanges                  7

I.        Posting of Waivers                                                                                            8

VI.  Implementation Requirements                                                                                 8

A.    Compliance Measures and Written Procedures                                                8

B.     Training                                                                                                             8

C.     Compliance Officer                                                                                           9

D.    Books and Records                                                                                          10

Written Compliance Procedures of Discovery Gas Transmission LLC

Pursuant to Order No. 717, et seq., and Part 358 of the FERC Regulations

I.       Introduction and Definitions

In its Order No. 717, et seq. (“Order No. 717”) issued in Docket Nos. RM07-1-000, et al. “Standards of Conduct for Transmission Providers,” the Federal Energy Regulatory Commission (“FERC” or “Commission”) revised its regulations that govern the relationship between an interstate natural gas pipeline that transports gas for others pursuant to Subparts B or G of Part 284 of the Commission’s regulations (“Transmission Provider”) and its affiliate that engages in Marketing Functions (as defined below) and conducts Transmission Transactions with the Transmission Provider (such regulations are referred to herein as the “Standards of Conduct”).

Discovery Gas Transmission LLC (“DGT”) is a “Transmission Provider” as defined in section 358.3(k) of the Standards of Conduct.

A.  Definitions

The Standards of Conduct include, among others, the following defined terms.  Other capitalized terms used but not defined herein shall have the meaning given such terms in section 358.3 of the Standards of Conduct.

·         “Marketing Function Employee” is defined in section 358.3(d) of the Standards of Conduct as an employee, contractor, consultant or agent of a Transmission Provider or of an Affiliate of a Transmission Provider who actively and personally engages on a day-to-day basis in Marketing Functions.

·         “Marketing Functions” is defined in section 358.3(c)(2) of the Standards of Conduct as the sale for resale in interstate commerce, or the submission of offers to sell in interstate commerce, natural gas, subject to the following exclusions:

i          Bundled retail sales,

ii        Incidental purchases or sales of natural gas to operate interstate natural gas pipeline transmission facilities,

iii      Sales of natural gas solely from a seller’s own production,

iv      Sales of natural gas solely from a seller’s own gathering or processing facilities, and

v        On-system sales by an intrastate natural gas pipeline, by a Hinshaw interstate pipeline exempt from the Natural Gas Act, by a local distribution company or by a local distribution company operating under section 7(f) of the Natural Gas Act.

·         “Non-public Transmission Function Information” is defined in section 358.3(j) and (h) as non-public Transmission Function Information related to the planning, directing, organizing or carrying out of day-to-day DGT  operations, including the granting and denying of Transmission Service requests.

·         “Transmission” is defined in section 358.3(f) of the Standards of Conduct as natural gas transportation, storage, exchange, backhaul or displacement service provided pursuant to subpart B or G of part 284 of the Commission’s regulations.

·         “Transmission Function Employee” is defined in section 358.3(i) of the Standards of Conduct as an employee, contractor, consultant or agent of a Transmission Provider who actively and personally engages on a day-to-day basis in Transmission Functions.

·         “Transmission Functions” is defined in section 358.3(h) of the Standards of Conduct as the planning, directing, organizing or carrying out of day-to-day Transmission operations, including the granting and denying of Transmission service requests.

·         “Transmission Provider” is defined in section 358.3(k)(2) of the Standards of Conduct as any interstate natural gas pipeline that transports gas for others pursuant to subparts B or G of Part 284 of the Commission’s regulations.

B.     Background Information Regarding DGT

DGT is a Limited Liability Company, organized under the laws of the State of Delaware, engaged in the business of transporting natural gas and condensate in interstate commerce under authorization granted by and subject to the jurisdiction of the Federal Energy Regulatory Commission. Discovery owns and operates an offshore natural gas transmission pipeline located in the Federal Domain, Offshore Louisiana, with a terminus onshore in the vicinity of Larose, Louisiana. The owner of DGT is Discovery Producer Services LLC. Discovery Producer Services LLC is owned by Williams Field Services Group, LLC (60%) and DCP Assets Holding, L.P. (40%).

Discovery Producer Services LLC is operated by a management committee.

Section 358.7(d) of the Standards of Conduct requires that a Transmission Provider post on its Internet Web site current written procedures for implementing the Standards of Conduct.  The following procedures have been adopted by Discovery to comply with the Standards of Conduct promulgated pursuant to FERC Order No. 717. 

II.    Non-Discrimination Requirements

DGT will comply with the requirements of sections 358.4(a)-(d) of the Standards of Conduct.

DGT will strictly enforce all tariff provisions relating to the sale or purchase of open access Transmission service, if the tariff provisions do not permit the use of discretion.  The use of discretion will be done in a not unduly discriminatory manner for all of DGT’s customers.  DGT will not give undue preference to any person in matters relating to the sale or purchase of Transmission service.  DGT will process all similar requests for Transmission in a substantially similar manner and within the same period of time.

III. Independent Functioning

As required by section 358.5(a) of the Standards of Conduct, except as described in Parts III.A and V.H below, the Transmission Function Employees of DGT shall function independently of DGT’s Marketing Function Employees.  

As required by sections 358.5(b)(1)(i) and (2) of the Standards of Conduct, DGT’s Marketing Function Employees will not conduct Transmission Functions for DGT and the Transmission Function Employees of DGT will not conduct Marketing Functions.

As required by section 358.5(b)(1)(ii) of the Standards of Conduct, no Marketing Function Employee will have access to DGT’s gas control facilities or similar facilities used for transmission operations that differs in any way from the access to such facilities available to other Transmission Customers.

A.    Transmission Function Employees

DGT does not have any employees that actively and personally engage on a day-to-day basis in a Marketing Function (which is defined in the Standards of Conduct as excluding the activities set forth in section 358.3(c)(2)(i)-(v)) and, therefore, none of the employees of DGT are Marketing Function Employees.  Based on the Commission’s guidance in Order 717, DGT has identified certain employees who will be designated as Transmission Function Employees, and whose job titles and job descriptions will be posted on DGT’s Internet Web site. 

B.     Marketing Function Employees

At this time, The Williams Companies, Inc. (“Williams”), an indirect parent company of DGT, has Marketing Function Employees that actively and personally engage on a day-to-day basis in Marketing Functions (which is defined as excluding the activities set forth in section 358.3(c)(2)(i)-(v)) (“Williams MFEs”). The Williams MFEs transact business for Sequent Energy Management LLC (Sequent). Sequent holds transport on DGT.

DCP Midstream LP (“DCP”), an indirect parent company of DGT, has Marketing Function Employees that actively and personally engage on a day-to-day basis in Marketing Functions (which is defined as excluding the activities set forth in section 358.3(c)(2)(i)-(v)). The Marketing Function Employees transact business for DCP Midstream Marketing, LLC. DCP Midstream Marketing, LLC does not hold transport on DGT.

IV. No Conduit Rule

DGT will observe the no-conduit rule as required by section 358.6 of the Standards of Conduct. The no-conduit rule will apply to all Williams employees and to those of its subsidiaries and affiliates, to all DCP employees and to those of its subsidiaries and affiliates, to any contractor, consultant or agent of Williams and its subsidiaries and affiliates, and to any contractor, consultant or agent of DCP and its subsidiaries and affiliates.

A.    Access Control Procedures

Transmission Function Employees of DGT and Williams MFEs share telephone systems, electronic mail systems, SharePoint and related servers, cloud based applications such as Office 365, and the wide area network which connects Williams various locations, as well as access to servers on which corporate support-related systems reside, such as the human resources system, and the financial enterprise resource planning system (which supports finance, accounting, planning and forecasting, and reporting functions). Access to the systems that contain Transmission Function Information (including non-affiliated shipper information) is subject to strict access controls such as user ids and passwords or other appropriate information security requirements as necessary to maintain compliance with the Standards of Conduct.

SharePoint sites that may include Transmission Function Information are identified and labeled as potentially having non-public regulated data.  These sites will contain a prominent warning regarding information sharing and no-conduit rules. Overall security access for Williams MFEs is regularly reviewed by the Williams FERC Compliance Officer or their designee.

The remaining servers where Transmission Function Information is maintained are not shared with Williams MFEs. Access to those servers is restricted by access control mechanisms (such as user ids, passwords, FERC deny flag for Windows servers, visibility restriction of FERC IT components in the access control system).  Additionally, a firewall restricts Williams MFEs computer, internet and printer access and will deny-by-default access to any area not approved.  IT procedures require Williams FERC Regulatory Compliance approval for firewall access changes.

DGT follows the Williams Access Control process under which DGT ensures that Williams MFEs do not have preferential computer access to non-public Transmission Function Information. Williams MFEs system access is regularly reviewed by the Williams FERC Compliance Officer. Any transfer by a Transmission Function Employee to a Marketing Function position is treated as a termination for access purposes, where old access is revoked prior to granting any new access. 

Williams MFEs certify monthly within the Williams compliance tracking system that they will immediately notify Regulatory Compliance if a disclosure of nonpublic Transmission Function Information was made to them.

Williams employees who have access to DGT’s non-public Transmission Function Information are responsible for securing such information from unauthorized disclosure using properly secured information/processing systems and for similarly securing hard copy information.

V.    Transparency Rule

A.    Contemporaneous Disclosure

As required by section 358.7(a)(1) of the Standards of Conduct, in the event that DGT’s non-public Transmission Function Information, other than information identified in the next sentence of this paragraph, is disclosed in a manner contrary to the requirements of section 358.6 of the Standards of Conduct (the No-conduit Rule, which is discussed in Part IV above), then DGT will immediately post the information that was disclosed on its Internet Web site.  As required by section 358.7(a)(2) of the Standards of Conduct, in the event that non-public Transmission Customer information, critical energy infrastructure information, or any other information that the Commission by law has determined is to be subject to limited dissemination is disclosed in a manner contrary to the requirements of section 358.6 of the Standards of Conduct, DGT will immediately post notice on its Internet Web site that the information was disclosed.  The requirement to contemporaneously disclose does not apply to information covered by section 358.7(b) of the Standards of Conduct, relating to a specific request for Transmission service by a Marketing Function Employee, which is discussed in Part V.B below.

B.     Exclusion for Specific Transaction Information

As permitted by section 358.7(b) of the Standards of Conduct, DGT is not required to contemporaneously disclose information otherwise covered by 358.6 of the Standards of Conduct if the information relates solely to a Marketing Function Employee’s specific request for Transmission Service.

C.     Voluntary Consent

As permitted by section 358.7(c) of the Standards of Conduct, in the event that a Transmission Customer (whether affiliated or non-affiliated with DGT) gives DGT its voluntary consent, in writing, to allow DGT to disclose the Transmission Customer’s non-public information to DGT’s Marketing Function Employees, then DGT will post notice on DGT’s  Internet Web site of the Transmission Customer’s consent along with a statement that DGT did not provide any preference, either operational or rate-related, in exchange for that voluntary consent.

D.    Written Procedures

As required by section 358.7(d) of the Standards of Conduct, DGT will post on its Internet Web site the current procedures it has implemented to ensure compliance with the Standards of Conduct.

E.     Identification of Affiliate Information

(1)Names and Addresses

As required by section 358.7(e)(1) of the Standards of Conduct, DGT identifies on its Internet Web site all of its Affiliates that employ or retain Marketing Function Employees.

The Corporate Secretary for each of Williams and DCP will notify the Williams FERC Compliance Officer of any company that is being formed or acquired by any entity of Williams or DCP so that a determination can be made as to whether such company employs Marketing Function Employees, requiring an update to the posted Affiliate information. In addition, the Corporate Secretary for each of Williams and DCP will notify the Williams FERC Compliance Officer of any company that employs Marketing Function Employees that is being sold or dissolved so that the posted Affiliate information can be updated accordingly.

(2)   Shared Facilities

As required by section 358.7(e)(2) of the Standards of Conduct, DGT will post on its Internet Web site a complete list of the employee-staffed facilities shared by any of Transmission Function Employees of DGT and DGT’s Marketing Function Employees, including the types of facilities shared and the addresses.

The Williams FERC Compliance Officer will be responsible for making sure that the posted information is updated within seven business days of any change.

(3)   Mergers

As required by section 358.7(e)(3) of the Standards of Conduct, DGT will post information concerning potential merger partners as affiliates that may employ or retain Marketing Function Employees, within seven days after the potential merger is announced.

The Corporate Secretary for each of Williams and DCP  will notify the Williams FERC Compliance Officer at the same time a potential merger involving an affiliate of DGT is publicly announced and will cooperate with the Williams FERC Compliance Officer to determine whether the potential merger partner may employ or retain Marketing Function Employees.  If the potential merger partner may employ or retain Marketing Function Employees, then the Williams FERC Compliance Officer will direct DGT to post the required information on its Internet Web site within seven days after the potential merger is announced.

F.      Identification of Employee Information 

(1)   Job Titles and Job Descriptions

As required by section 358.7(f)(1) of the Standards of Conduct, DGT will post on its Internet Web site the job titles and job descriptions of the Transmission Function Employees of DGT.   

(2)   Employee Transfers

As required by section 358.7(f)(2) of the Standards of Conduct, notice of any transfer of a Transmission Function Employee of DGT to a position as a Marketing Function Employee, or any transfer of a Marketing Function Employee to a position as a Transmission Function Employee of DGT, will be posted on DGT’s Internet Web site.  The information to be posted will include the name of the transferring employee, the respective titles held while performing each function and the effective date of the transfer.  The information will be posted for 90 days.

G.    Timing and General Requirements of Postings

DGT will update its Internet Web site with the information required by Part 358 of the Standards of Conduct within seven business days of any change unless a different posting time frame is specified by the regulations and will post the date on which the information was updated.  All Internet Web site postings required by Part 358 of the Standards of Conduct will be sufficiently prominent as to be readily accessible. 

In the event an emergency, such as an earthquake, flood, fire, or hurricane, severely disrupts DGT’s normal business operations, the posting requirements under Part 358 of the Standards of Conduct may be suspended by DGT.  If the disruption lasts longer than one month, DGT will notify the Commission and may seek a further exemption from the posting requirements.

H.    Exclusion for and Recordation of Certain Information Exchanges

As permitted by section 358.7(h) of the Standards of Conduct, notwithstanding the requirements of sections 358.5(a) and 358.6 of the Standards of Conduct (the Independent Functioning and No-conduit Rule respectively, as discussed in Parts III and IV, respectively, above), the Transmission Function Employees of DGT and DGT’s Marketing Function Employees may exchange certain non-public Transmission Function Information of DGT necessary to maintain or restore operation of DGT.  DGT will make and retain a contemporaneous record of all such exchanges except in emergency circumstances.  In the case of an emergency, DGT will make a record of the exchange as soon as practicable after the fact.  DGT shall make the record available to the Commission upon request.  DGT’s Gas Control and Customer Service departments are responsible for ensuring that records of any information exchange under this exclusion are prepared and maintained for a period of five years. 

I.        Posting of Waivers

As required by section 358.7(i) of the Standards of Conduct, DGT will post on its Internet Web site notice of each waiver of a tariff provision that it grants in favor of an affiliate, unless such waiver has been approved by the Commission.  The posting will be made within one business day of the act of a waiver.  DGT will also maintain a log of the acts of waiver granted in favor of an affiliate, and make it available to the Commission upon request.  The records relating to each act of waiver will be kept for a period of five years from the date of such act of waiver.  DGT’s Manager who authorizes a waiver of a tariff provision that DGT grants in favor of an affiliate will be responsible for ensuring that such waiver is posted within one business day of the act of a waiver and is included in the log.

VI. Implementation Requirements

A.    Compliance Measures and Written Procedures

As required by section 358.8(b)(1) and (2) of the Standards of Conduct, DGT has implemented procedures to ensure that the requirements of sections 358.5 and 358.6 of the Standards of Conduct are observed by the employees of DGT which are described in Parts III and IV above.  The Williams FERC Compliance Officer will distribute an electronic copy of these compliance procedures to all Transmission Function Employees of DGT, Marketing Function Employees of DGT, and all other officers, directors, supervisory employees and any other employees likely to become privy to DGT’s Transmission Function Information.  In addition, Williams has adopted a Policy addressing the Standards of Conduct Compliance Plan, which states, among other things, the following: “Employees who violate any provision of this policy will be subject to disciplinary action, up to and including termination.  For any disciplinary action taken, there will be a notation of the same placed in the employee’s personnel file that will reflect the incident and the disciplinary action taken.”

B.     Training

Williams will provide annual training on the Standards of Conduct for all employees. DCP will provide annual training on the Standards of Conduct for all of its Marketing Function Employees.  All trained employees will certify that they have been trained on the Standards of Conduct as required by section 358.8(c)(1) of the Standards of Conduct.  Those employees that are on disability or administrative leave will not be trained unless and until they resume full time active employment in which case they will be trained within the time frame for new hires.

For Williams, the Standards of Conduct training will primarily be computer based, and will be provided through the Williams e-learning system.  Completion of the training by each Williams employee will be tracked and monitored by the Williams FERC Compliance Officer or her designee.

For DCP, the Standards of Conduct training will be a training document provided by Williams to DCP.  Completion of the training by each of DCP’s Marketing Function Employees will be tracked by DCP and a summary provided to Williams FERC Compliance Officer or her designee.

Newly hired Transmission Function Employees of DGT, Marketing Function Employees of Williams or DCP, and officers, directors, supervisory employees and any other newly hired employees of Williams or DCP likely to become privy to DGT‘s Transmission Function Information will complete the training within 30 days of the effective date of their employment.

Contractors who have access to any non-public Transmission Function Information of DGT through a FERC identified component must complete the Standards of Conduct training module within 30 days of their start date or must complete the Standards of Conduct training module within 30 days of being granted access to the FERC identified component.  A “FERC identified component” is any DGT component (application, application’s sub-components, system or database) that contains any non-public Transmission Function Information of DGT.

C.      Compliance Officer

As required by section 358.8(c)(2) of the Standards of Conduct, Williams has designated Allison Jenkins, a corporate employee, as the Williams FERC Compliance Officer.  The contact information for Ms. Jenkins is set forth below and is posted on DGT’s Internet Web site:

Allison Jenkins

2800 Post Oak Blvd

Level 12

Houston, Texas

713-215-2238 – office phone

281-881-1660 – cell phone

In certain instances, the Williams FERC Compliance Officer may designate others as having responsibility for certain functions, such as Williams IT-Security for computer access control.

Employees of DGT can report infractions of the Standards of Conduct anonymously to the Williams FERC Compliance Officer, by calling the Williams Action Line at 1-800-324-3606 or online at www.williams.ethicspoint.com.

D.    Books and Records

DGT will maintain its books of accounts and records separately from those of its affiliates that employ or retain Marketing Function Employees as required by section 358.8(d) of the Standards of Conduct.