The AT&T Issue Brief Library

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Good Corporate Governance

Materiality Assessment Topic: Bribery/corruption

Issue Summary

Good corporate governance is a necessary foundation for ethical and responsible business practices and is directly related to business success.

Our Position

Living up to the highest standards of honesty, integrity and respect is the most important commitment we can make—to our customers, our shareholders and each other.

Data Highlights

2016 Key Performance Indicators
  • Employee training completion on the Code of Business Conduct in 2016: 98% of employees 

Our Action

Code of Business Conduct

The 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, 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.

Resources for Employees who Seek Guidance or Wish to Raise a COBC Concern:

Employees can raise questions, concerns or make a report to their supervisor, any other manager, Human Resources, Corporate Compliance, Asset Protection or the Legal Department.

If reporting to their supervisor or to one of the other resources above is uncomfortable, employees may make confidential and anonymous reports of suspected or actual violations of the COBC or other Company Policies through a telephone hotline or online reporting mechanisms.

AT&T believes that an employee who seeks advice, raises a concern or reports misconduct is doing the right thing, and we do not tolerate retaliation against such a person. Allegations of retaliation are investigated and appropriate action is taken.

We also have a separate Code of Ethics that applies to all employees, and also to our Board of Directors (Board). The Code of Ethics emphasizes honest and ethical behavior, avoiding conflicts of interest and the fairness and accuracy of our SEC filings and related financial statements. In addition, our Principles of Conduct for Suppliers covers numerous topics, including ethics, for suppliers. Suppliers are required to acknowledge these principles as part of the annual supplier sustainability assessment, and every new contract agreement with suppliers requires that they acknowledge the principles.

Corporate Compliance Program

AT&T’s Corporate Compliance Program (Program) is a risk-based program, designed around guidance provided in the Federal Sentencing Guidelines for Organizations (Guidelines). Two overarching elements of the Guidelines are:

  • Exercise due diligence to prevent and detect criminal conduct; and
  • Otherwise promote an organizational culture that encourages ethical conduct and a commitment to compliance with the law.

Our Corporate Compliance Program focuses on areas including anti-bribery/anti-corruption, antitrust and competition, third-party oversight, data protection, and environmental health and safety. Our Program goes beyond the requirement to detect criminal conduct, and we evaluate all employee misconduct and wrongdoing. We expect employees to follow the law as well as our own internal policies, some of which are broader than the law alone.

Ethics and Compliance Resources, including Training and Awareness

We offer many resources for employees who have questions about laws, regulations and policies affecting our business. In addition to the COBC and policy website, below are some examples of other resources available to employees that promote an environment of ethics and compliance: 

  • Employees can contact the Ask Compliance helpline by telephone or email to ask questions or raise concerns about compliance policies or issues. 
  • We recently launched the Ethics@Work toolkit for employees. This toolkit includes job aids, ethical culture messaging tools, decision trees and other resources aimed at helping employees make good, ethical business decisions and helping them do the right thing.
  • We establish annual training requirements for areas of compliance that represent significant risks to the Company or that support our focus on an ethical culture. In addition to training on the COBC, examples of topics covered by our training include anti-bribery/anti-corruption, third-party oversight, data protection, environmental health and safety, and others.
  • During 2016, we expanded and strengthened our in-person training for officers to include all of our senior managers. The training included hypothetical compliance scenarios to get employees fully engaged in the learning process. In 2017, we are expanding our in-person training to include mid-level managers and are enhancing the learning experience to include scenarios for discussion in cross-functional employee groups. We continue to use web-based training courses, video training and other types of communications and messaging to enhance learning for employees and support our culture of ethics and compliance. Many of our compliance courses are accessible via mobile devices.  


Around the world, we follow ethical business practices in our dealings with public officials, other companies and private citizens. We do not seek to influence them, directly or indirectly, through the payment of bribes or kickbacks or any other unethical payment or inducement. Such activity would erode our integrity and, in most cases, would violate the law. We strive to avoid even the appearance of improper influence. In particular, we are especially vigilant when dealing with government officials. Our Foreign Corrupt Practices Act (FCPA) and Anti-Bribery Compliance Policy is published on our website.  

Human Rights

As set out in AT&T’s Human Rights in Communication Policy, we strive to do business with companies that share our commitment to human rights. We communicate our Human Rights in Communication Policy directly to suppliers and expect them to recognize and abide by it. It is posted on AT&T’s Supplier Portal, along with other policies and materials that explain our supply chain sustainability approach. We also expect our suppliers to recognize our Principles of Conduct for Suppliers, which cover topics including sustainable business practices, diversity, conflict minerals, ethics and labor rights.

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.

Corporate Governance

Board of Directors Nomination process

In reviewing Director candidates, our Corporate Governance and Nominating Committee and the Board take into account many factors to ensure that AT&T’s Board encompasses a broad range of skills, expertise, industry knowledge, diversity and contacts relevant to our business.

Board structure & responsibilities

Our Board of Director Committee Charters are responsible for decision-making on a variety of issues. Please see our Corporate Governance website for more details:

For a full list of individual Board members, visit our Corporate Governance website

Board evaluation

Through a formal survey or other appropriate means, the Corporate Governance and Nominating Committee leads the Board through an annual self-evaluation process to determine whether it and its Committees are functioning optimally. 

Executive/Board 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.

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 for citizenship and sustainability. Our Chief Sustainability Officer leads our efforts to achieve a wide range of specific, sustainable business objectives—working with the Public Policy and Corporate Reputation Committee of the Board of Directors, the Chairman’s office and AT&T’s executive team to further integrate sustainable business practices across AT&T.

Our Citizenship & Sustainability Steering Committee comprises senior executives and officers with responsibility for the business areas most linked to current citizenship and sustainability priorities. Each officer represents her/his entire department, collaborating on 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.

Citizenship & Sustainability Steering Committee

  • Jeffrey Lewis, Senior Vice President – Compliance and Chief Accessibility Officer, AT&T Services Inc.
  • Jeff Bradley, Senior Vice President — Device and Network Services Marketing, AT&T Mobility
  • Len Cali, Senior Vice President — Global Public Policy, AT&T Services Inc.
  • Tony Goncalves, Senior Vice President – Strategy and Business Development, AT&T Entertainment Group
  • Susan Johnson, Senior Vice President — Global Supply Chain, AT&T Services Inc.
  • Charlene Lake, Senior Vice President — Corporate Social Responsibility and Chief Sustainability Officer, AT&T Services Inc.
  • David Lawson, Senior Vice President and Assistant General Counsel, AT&T Services Inc.
  • Steve Stine, Senior Vice President — Operations Planning & Optimization, AT&T Technology Operations
  • Corey Anthony, Senior Vice President — Human Resources and Chief Diversity Officer, AT&T Services Inc.
  • Roman Pacewicz, Senior Vice President — Offer Management and Service Integration, AT&T Services Inc.
  • Andre Fuetsch, President — AT&T Labs and Chief Technology Officer, AT&T Services Inc.
  • Mark Schleyer, Senior Vice President — Corporate Real Estate, AT&T Services Inc.
  • Scott Smith, Senior Vice President — Human Resources Operations, AT&T Services Inc.
  • Larry Solomon, Senior Vice President — Corporate Communications, AT&T Services Inc.
  • Mike Viola, Senior Vice President — Investor Relations, AT&T Services Inc.

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


Updated on: Aug 17, 2017