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.
1Inclusive of AT&T, Inc., AT&T Communications, Xandr, AT&T Mexico and Vrio
Our Values define what we believe in and what we collectively stand for as an organization. They provide us with a shared understanding of what’s important and guide our decisions, actions and how we conduct our business. Ethics and integrity are foundational to our company. For more than 144 years, these principles have guided our interactions with our customers, shareholders and each other. While AT&T works to transform the world of media and entertainment, communications and technology, our commitment to running a business rooted in ethics and integrity will never change. Read about the foundational policies that govern our operating companies and put our values into action on our Policies page.
Code of Business Conduct
Our AT&T Code of Business Conduct and WarnerMedia Standards of Business Conduct (the “Codes”) put our values into action and detail our commitments to ethics, diversity, privacy, the environment and our communities.
The Codes define the standard of ethical behavior that employees are expected to follow. Encouraging honest and ethical conduct, the Codes cover 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. They are a key resource and practical tool, providing guidance to each employee about the attitudes to adopt in relationships within and outside the company.
The Codes are available on external websites and company intranets and are accessible on many employee mobile devices. Employees also have access to the Codes in more than 20 languages to help ensure they are clearly understood. We also update the Codes regularly as part of our ongoing effort to maintain their effectiveness and provide clear direction and resources on relevant topics.
All employees are expected to act lawfully and ethically in accordance with the Codes and company policies. Violation of these policies may result in disciplinary action including, but not limited to, termination of employment, suspension, written warning or adverse pay treatment. Each employee – from our part-time employees to our CEO – is responsible for reviewing the Code applicable to their business. New hires receive training on the Code shortly after they begin at the company, and ethics and compliance training is conducted for existing employees.
In addition to surveying our employees about their level of engagement, we survey them on their perceptions of our ethical culture and compliance. Administered by a third party, the anonymous aggregated results are benchmarked against other participating organizations to better understand how our company performs against similarly sized organizations. The findings from the ethical surveys are communicated to senior leadership executives, human resources, and compliance leaders and used to drive targeted initiatives (e.g., messaging, training, etc.) in areas of opportunity.
For the fiscal year 2019, AT&T had no material losses related to litigation or non-appealable regulatory decisions involving anti-competitive behavior.
Resources for Employees Who Seek Guidance or Wish to Raise a COBC Concern
Employees can raise questions and concerns or make a report to their direct supervisor, another manager, Human Resources, the Chief Compliance Office (CCO), Asset Protection or the Legal Department. If an employee is uncomfortable reporting to their supervisor or one of the other resources listed, they can make a confidential and anonymous report of suspected or actual violations of the Codes or other company policies through a telephone hotline or online reporting mechanisms. Employees can also ask questions related to company policies through a helpline via telephone or email. Information on these resources can be found on our intranet sites and in employee training for the Codes.
We have strict non-discrimination as well as non-retaliation policies to provide protection for employees who have grounds to report unethical behavior or violation of a company policy or law. Allegations of retaliation are investigated, and appropriate action is taken.
Corporate Compliance Program
The CCO has responsibility for the AT&T Corporate Compliance Program (the “Program”) on behalf of AT&T Inc. and its affiliates and subsidiaries, including our operating companies. The Program promotes an ethical culture, compliance with the law, regulations and policies, and a commitment to respecting the privacy of our customers and employees while enabling business opportunities. Through the Program, the CCO develops policies and principles, provides oversight and verification of the effectiveness of compliance controls and provides guidance on data privacy strategy throughout the enterprise.
The Program is robust and risk-based, modeled after the Federal Sentencing Guidelines for Organizations, the Department of Justice 2019 Guidance for Evaluation of a Corporate Compliance Program and other international and industry regulations and guidelines. We continuously improve our Program in accordance with regulatory guidance and other leading best practices.
The Program focuses on areas including, but not limited to, anti-bribery/anti-corruption, antitrust and competition, third-party oversight, and data protection and privacy. We expect employees to follow the law as well as our own internal policies, which may require more than what is mandated by law. Our risk assessment process evaluates the risk profile of the business on an ongoing basis to determine where there may be areas of potential risk that would require additional focus from the business. We annually reassess the business risk profile and make determinations regarding any necessary reprioritization.
The Audit Committee of the Board of Directors assists the Board in its oversight of AT&T’s compliance with legal and regulatory requirements. The Audit Committee oversees the administration and enforcement of the Codes, the Code of Ethics and the Program.
The Senior Executive Vice President – Compliance & Chief Compliance Officer is a direct report to the Chief Executive Officer, and also reports regularly to the Audit Committee and the Public Policy and Corporate Reputation Committee of the Board. While the Program is administered under the direction of the Chief Compliance Officer, compliance is the responsibility of every operating company and business unit. The CCO partners with these groups to provide them with the tools and information they need to successfully mitigate risk and manage compliance. This approach supports our model of built-in compliance and privacy-by-design to promote compliance ownership and integration into day-to-day operations.
Ethics & 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, these resources promote an environment of ethics and compliance:
- Senior Leadership Engagement: The CCO and AT&T senior leaders regularly communicate a message of integrity within the company, through video messages, blogs, town halls, emails and elevator signage.
- Helpline: The “Ask Compliance” helpline is available for employees by telephone and email, and the WarnerMedia Compliance Help Line is available for employees by telephone and web portal. Both enable employees to ask questions or raise concerns about compliance policies or ethical issues.
- Ethics@Work: Ethics@Work refers to a set of resources available to employees for better decision-making (e.g., template communications, talking points, decision trees) as well as the in-person and online training on topics such as anti-bribery/anti-corruption, data protection, social media, conflicts of interest, third-party oversight and gifts/hospitality. In 2019, Ethics@Work training continued to cover risk-based scenarios, decision-making tendencies, and resources to assist individuals and their teams in making ethical business decisions. A new Ethics@Work app was also launched in 2019, putting compliance and ethics into the hands of employees. The Ethics@Work tools and resources are available to most employees, with plans to expand in the future.
Around the world, we follow ethical business practices in our dealings with public officials, other companies and private citizens. We do not seek to illegally or unethically influence them – directly or indirectly – through the payment of illegal bribes, kickbacks, or any other unethical payment or inducement. Such activity would erode our integrity and, in most cases, violate the law. We strive to avoid even the appearance of improper influence. We are especially vigilant when dealing with government officials.
AT&T has a comprehensive set of anti-bribery/anti-corruption policies and procedures. Our Codes communicate the expectations for handling and recording company transactions while our schedules of authorization delineate who has the authority to approve certain transaction thresholds. Other policies, including our Anti-Bribery and Anti-Corruption Policy (ABAC), Principles of Conduct for Suppliers and the Code of Ethics, provide guidance for executing company business. These policies are available to employees on our internal human resources website.
Our ABAC policy compliance programs are aimed at preventing, detecting and mitigating risks related to public and commercial bribery. In addition to the risk assessment process as part of our overall Program, we continuously monitor for bribery and corruption risk throughout the year to assess the effectiveness for existing controls. Audit Services also performs periodic ABAC control audits on each operating company.
Board of Directors Nomination Process
In reviewing Director candidates, the Board and our Corporate Governance and Nominating Committee consider many factors to ensure the Board encompasses a broad range of skills, expertise, industry knowledge, diversity and contacts relevant to our business.
Board Structure & Responsibilities
Our Board of Director Committees and Charters guide decision-making on a variety of issues. Learn more about each Committee and Charter:
- Audit Committee: Provides Board oversight of financial statements, internal and external audits, and legal and regulatory requirements.
- Corporate Development and Finance Committee: Provides Board oversight of the company’s finances, dividends, investments, strategic planning, etc.
- Corporate Governance and Nominating Committee: Provides oversight of membership of the Board, as well as corporate governance guidelines.
- Executive Committee: Acts on behalf of the Board in the intervals between meetings of the Board.
- Human Resources Committee: Appointed by the Board to discharge the Board’s responsibilities related to compensation, benefits and succession.
- Public Policy and Corporate Reputation Committee: Appointed by the Board to provide oversight of policies related to protecting the company’s reputation, including its public policy positions, social responsibility efforts and the company’s brands.
For more details, including a full list of individual Board members and their professional experience, visit our Corporate Governance website.
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.
Our Corporate Governance Guidelines and our annual proxy statement detail Director compensation. The Guidelines are published on our website and available in print to any stockholder who requests them. To view the Guidelines, visit our governance documents or our 2020 Proxy Statement.
Holders of AT&T common stock represented at our Annual Meeting are entitled to 1 vote per share on each matter brought for a vote. We require the presence or proxy of stockholders representing at least 40% of the common stock shares to reach a quorum for conducting business. All matters are determined by a majority of votes cast – the number of votes cast “for” a matter exceeds the number of votes cast “against” such matter – unless a greater number is required by law or our Certificate of Incorporation for the proposed action. If the proxy is submitted and no voting instructions are provided, the designated persons will vote the shares for the election of the Board of Directors’ nominees and in accordance with the recommendations of the Board of Directors on the other subjects listed on the proxy card and at their discretion on any other matter that may properly come before the meeting.
Corporate Social Responsibility Governance
Our commitment to corporate social responsibility (CSR) is embedded at every level of our company, including through Board oversight, officer-level involvement and a team of dedicated CSR professionals who engage leaders across the business. The Public Policy and Corporate Reputation Committee of the AT&T Board of Directors oversees our CSR work and meets 3 times per year to discuss topics including volunteerism, philanthropy, education, privacy, diversity, human rights, child exploitation, digital well-being, environmental policy, ESG reporting to investors and stakeholders, and political contributions reporting.
We identify our most important environmental, social and governance (ESG) topics every 2–3 years by systematically engaging a broad sampling of internal and external stakeholders and use the findings to prioritize the most significant ESG impacts, risks and opportunities our company should address to help ensure long-term business success. Learn more about our Stakeholder Engagement.
Our CSR Governance Council is led by our Chief Sustainability Officer and is comprised of senior executives representing business areas linked to ESG topics deemed most important to us and our stakeholders. Each senior executive member represents her or his entire department, collaborating on a broader range of issues and perspectives. The CSR Governance Council meets 3–4 times per year, and members attend all CSR Governance Council meetings or identify a delegate to attend on their behalf.
In addition to the cross-functional CSR Governance Council, we convene 5 core issue committees: community, employee activation, environment, human rights and online safety. These subcommittees work closely with the CSR core working team and expert business unit functional teams to address CSR issues and execute programs throughout AT&T.
Corporate Social Responsibility Governance Council
- Corey Anthony, Senior Vice President, Human Resources and Chief Diversity and Development Officer
- Len Cali, Senior Vice President, Global Public Policy
- Anne Chow, Chief Executive Officer, AT&T Business – AT&T Communications
- Keith Cocozza, Executive Vice President, Marketing and Communications – WarnerMedia
- Andre Fuetsch, Chief Technology Officer, Network Services – AT&T Communications
- Michael Hartman, General Counsel and Secretary – AT&T International
- Susan Johnson, Executive Vice President, Global Connections and Supply Chain – AT&T Communications
- Jerrie Kertz, Senior Vice President, Compliance
- Charlene Lake, Senior Vice President, Corporate Social Responsibility and Chief Sustainability Officer
- Amy Leifer, Executive Vice President, Operations and Services, Xandr – WarnerMedia
- Amir Rozwadowski, Senior Vice President, Finance and Investor Relations
- Larry Solomon, Chief Communications Officer
- Valerie Vargas, Senior Vice President, Consumer Advertising – AT&T Communications
- Rick Welday, Executive Vice President and General Manager, Broadband and Video, AT&T Consumer – AT&T Communications
Support for External Organizations
We strive to bring our customers the innovation they demand, to provide shareholders value on their investment and to be a responsible corporate citizen. A critical component of these efforts is being an active participant in the political process.
Our Political Engagement Report is a transparent, reader-friendly political disclosure that is responsive to best practices and accountability policies.
AT&T contributes to industry associations and coalitions – such as the Motion Picture Association of America, United States Telecom Association and National Cable & Telecommunications Association – and other industry associations and coalitions that advocate on matters of importance to the industry on behalf of their members.
More Governance Issue Briefs