Governance

Code of Conduct

AT&T's Code of Business Conduct (COBC) puts our values into action across the globe. More than just a set of rules, the COBC lays out the guidelines and expectations for how we do business and how we interact with customers, suppliers, owners and each other. We hold ourselves to the highest standards. This means always “doing the right thing” and operating with integrity, transparency and honesty. In 2016, we launched a new interactive COBC, on att.com, which is also available in PDF form here

The COBC covers a wide range of topics related to ethics and compliance, including diversity and nondiscrimination, conflicts of interest, customer and employee data privacy and our commitment to the environment. In addition, we maintain an easy-to-use website that provides access to specific policies and more detailed guidance around key topics covered in the COBC. Each employee — from our part-time employees to our CEO — is responsible for reviewing the COBC annually and understanding its provisions.

In the U.S., manager appraisals include a component that reflects the employee’s commitment to the COBC and all other applicable company policies, including completion of all mandatory compliance training. In 2016, approximately 98% of employees completed the annual COBC training.

For more information, view our Good Corporate Governance issue brief.

Code of Ethics

The Board has adopted a Code of Ethics applicable to members of the Board of Directors and to the officers and employees of AT&T and its consolidated subsidiaries: AT&T Code of Ethics.

Board

Board Independence

A substantial majority of the Directors of the Board shall be "independent" in accordance with the listing standards of the New York Stock Exchange. The Board, on an annual basis, reviews the independence of all Directors, affirmatively makes a determination as to the independence of each Director, and discloses those determinations. For a Director to be "independent," the Board must affirmatively determine that, in its business judgment, the Director has no material relationship with AT&T, either directly or as a partner, shareholder or officer of an organization that has a relationship with AT&T except as a Director. In making that determination, the Board adheres to the independence requirements of the New York Stock Exchange and the following additional standards:

  • A Director who owns, together with any ownership interests held by members of the Director’s immediate family, 10% of another company that makes payments to, or receives payments from, AT&T (together with its consolidated subsidiaries) for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues, shall not be considered "independent" until three years after falling below such threshold.
  • A Director who is, or whose immediate family member is, a director, trustee or officer of a charitable organization, or holds a similar position with such an organization, and AT&T (together with its consolidated subsidiaries) makes contributions to the charitable organization in an amount which exceeds, in any single fiscal year, the greater of $1 million per year or at least 5% of such organization’s consolidated gross revenues, shall not be considered "independent" until three years after falling below such threshold.

Learn more at Investor Relations.

Board/Executive Compensation

Our Corporate Governance Guidelines cover subjects such as CEO and Director compensation. They are published on our website and available in print to any stockholder who requests them. To view them, please visit our Investor Relations Corporate Governance website and our annual proxy statement.

Citizenship & Sustainability

Citizenship & Sustainability Governance

Our commitment to citizenship and sustainability reaches the very highest levels of our company. The Public Policy and Corporate Reputation Committee of the AT&T Board of Directors has oversight of citizenship and sustainability. We rely on a formal sustainability strategic assessment to identify key risks and opportunities for our company. Identified risks and opportunities are shared across company operations and categorized by individual business units. At a company level, our Chief Sustainability Officer presents the results of the materiality assessment to the officer-level Citizenship and Sustainability Steering Committee and to the Public Policy and Corporate Reputation Committee of the AT&T Board of Directors. The assessment guides our programs, goals and reporting.

Separately, our Citizenship & Sustainability Steering Committee comprises senior executives and officers from across the company with responsibility for the business areas most linked to our current citizenship and sustainability priorities. Each member represents her/his entire organization on the committee so as to reach a broader range of issues and perspectives.

Engaged business units include: human resources, AT&T Labs, IT, data center operations, legal, investor relations, finance, compliance, network planning and engineering, network operations, consumer marketing and devices, public policy, privacy, supply chain, fleet operations, external corporate communications, call center operations, employee communications, corporate real estate, energy management, enterprise/business marketing and sales, public affairs, AT&T Foundation, and corporate citizenship and sustainability.

In addition, we operate a number of expert teams to help drive the initiatives into the business.

Citizenship & Sustainability Reporting

AT&T used the Global Reporting Initiative Framework to guide its selection of content and data included in its 2016 Annual Sustainability Update. The list of GRI indicators that were reported on can be found by clicking on the GRI table. The report has been aligned with the GRI G4 in accordance - core level.

Political Contributions

We comply with all applicable laws concerning political contributions. Lawful political contributions are an important part of the political process. Visit our Investor Relations Corporate Governance website to see our full statement on political contributions.

Transparency Report

Protecting customer information and privacy is a top priority for us everywhere we operate. We provide details on customer data that has been requested by government or law enforcement in our Transparency Report.

For more information, please also visit the Protecting Freedom of Expression issue brief.

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