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EXHIBIT 99.1
Cornerstone Propane GP, Inc.
1. Audit Committee Charter
ROLE AND INDEPENDENCE
The Audit Committee (the "Committee") of the Board of Directors of
Cornerstone Propane GP, Inc., the general Partners of Cornerstone
Propane Partners, L.P., assists the Board in fulfilling its
responsibility for oversight of the quality and integrity of the
accounting, auditing, and reporting practices of the Corporation and
Partnership and such other duties as directed by the Board. The
membership of the Committee shall consist solely of non-employee
members of the Board who are generally knowledgeable in financial
and auditing matters. Each member shall be free of any relationship
that, in the opinion of the Board, would interfere with his or her
individual exercise of independent judgment. The Committee is
expected to maintain free and open communication (including private
executive sessions at least annually) with the Independent
Accountant (the "Accountant"), and the management of the
Corporation. In discharging this oversight role, the Committee is
empowered to investigate any matter brought to its attention, with
full power to retain outside counsel or other experts for this
purpose.
RESPONSIBILITIES
The Committee's primary responsibilities are:
o Primary input into the recommendation to the Board for the selection and
retention of the Accountant that audits the financial statements of the
Corporation. In the process, the Committee will discuss and consider the
Accountant's written affirmation that the Accountant is in fact
independent, discuss the nature and rigor of the audit process, receive
and review all reports, and provide to the Accountant full access to the
Committee (and the Board) to report on any and all appropriate matters.
o Discussion with management and the Accountant of the quality and adequacy
of the Corporation's internal controls.
o Review activities of internal audit group, their findings, and their
assessment of internal controls.
o Review of annual financial statements with management and the Accountant.
Such discussions may include, as deemed appropriate, quality of earnings,
review of reserves and accruals, consideration of the suitability of
accounting principles, review of highly judgmental areas, audit
adjustments whether or not recorded, and such other inquiries as the
Committee determines.
o Risk controls - monitoring company processes for management's
identification and control of key business, financial, and regulatory
risks.
o Discussion with management of the status of pending litigation, taxation
matters, and other areas of legal and compliance oversight as may be
appropriate.
o Review with management and the Accountant any significant risks and
exposures of the Corporation and management's steps to minimize them.
o Review of any significant findings and recommendations made by the
Accountant, and management's responses to them.
o Annually review this Charter and the Corporation's Code of Conduct.
o Report on Committee activities to the full Board.
