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Good Corporate Governance

Materiality Assessment Topic: Ethics & integrity; Anti-competitive practices

Issue Summary

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

Our Position

How we do business is just as important as what we do. Living up to the highest standards of honesty, integrity and respect is the most important commitment we can make — to each other, our customers, our business partners and our shareholders.

Data Highlights

Our Action

Code of Business 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 is a guide to help us make the right decisions every day.

The CoBC addresses common ethical and compliance issues covering a range of topics 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 CoBC issues. Each employee — from our part-time workers to our CEO — is responsible for reviewing the CoBC annually and understanding its provisions.

In 2015, we accomplished an approximately 99.4 percent completion rate on our annual CoBC training. We target compliance training on particular topics to appropriate groups of employees — particularly employees new to the company — to improve their understanding of our commitments. These training courses include: the Fair Labor Standards Act, records management, sexual harassment, privacy, anti-corruption/anti-bribery and a variety of Environment, Health & Safety courses.

We learn from our CoBC violation reports whether to introduce training or additional communications about a particular area. Our annual training, which is mostly web-based, involves hypothetical compliance situations and other techniques to get employees fully engaged in the learning process. We have added video training options for many compliance courses, and our field forces can access many of the training courses via their mobile devices.

In addition, we require documentation of ethical and compliant behavior in our managers’ annual appraisals.

Employees Who Seek Guidance or Wish to Raise a CoBC Concern Have a Variety of Available Resources:

  • A supervisor or anyone in the employee’s reporting chain
  • A functional expert in our Legal department, Internal Audit department, Corporate Compliance organization, Human Resources department or Chief Security Office
  • The AT&T Ethics Office
  • For U.S. employees, the AT&T Hotline 1-877-871-COBC (2622), which is staffed by a third-party vendor and allows for anonymous and confidential reporting
  • Online Reporting, available through the same third-party vendor’s portal
  • AT&T’s Asset Protection organization
  • Ask Compliance, an email and phone resource, new for 2015

An employee who seeks advice, raises a concern or reports misconduct is following the CoBC and doing the right thing. We do not tolerate retaliation against such a person. Allegations of retaliation are investigated and appropriate action taken.

We also have a separate Code of Ethics that applies to all employees, and also to our board of directors. The Code of Ethics emphasizes honest and ethical behavior, avoiding conflicts of interest and the importance of SEC filings and related financial statements that are fair and accurate.


We offer many resources to employees who have questions about the laws, regulations and policies affecting our business. In addition to upholding our CoBC and policy website, our Corporate Compliance organization seeks to maintain an open dialogue about compliance issues.

Our Corporate Compliance Program focuses on key compliance risks. The Corporate Compliance organization works with each business unit on an ongoing basis to determine that the proper controls are in place to operate our business with the utmost integrity. The process includes an annual risk assessment reported to the Compliance Oversight Committee and to the Audit Committee of AT&T’s board of directors, which oversees the Corporate Compliance Program.

To emphasize key policies, the Corporate Compliance organization uses a policy review tool that exposes targeted audiences of employees to key policies by email. This tool retains a record of the employees who reviewed these policies via the tool. In 2015, we applied the tool to several policies, including the Gifts and Hospitality Policy, Reporting Misconduct Policy, Foreign Corrupt Practice Act Policy and the Antitrust Policy.


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

We try to do business with suppliers, third parties and business partners who enhance our level of service, and provide products and services of quality. We seek suppliers who share our commitments to human rights (including labor rights), diversity and ethical and sustainable business practices. Visit our sustainability website for AT&T’s Human Rights in Communication Policy.

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 Nomination process

In reviewing 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 effectively. 

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 of 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 to reach a broader range of issues and perspectives.

Some areas for which committee executives have responsibility 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

  • Ed Barillari, Senior Vice President — Compliance, 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.
  • Mark Collins, Senior Vice President — Mobility and Consumer Operations Support, AT&T Mobility
  • 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.
  • Cynthia Marshall, 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 1, 2016