The AT&T Issue Brief Library
Our issue briefs provide a summary of key topics.
Good corporate governance is a necessary foundation for ethical and responsible business practices and is directly related to business success.
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.
- Employee training completion on the Code of Business Conduct in 20181: 99% of employees
Code of Business Conduct
The AT&T 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. The COBC is viewable publicly, as a pdf and in interactive form.
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 2018, approximately 99% of employees completed the annual COBC training.1
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 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 above, they 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. Employees can also ask questions related to company policies through a confidential ethics helpline via telephone or email. This information can be found on our internal human resources site, through our internal policy site and in the COBC training provided annually to employees.
No employee will suffer retaliation, discrimination or disciplinary action for reports made in good faith, or on the basis of a reasonable belief of violation or suspected violation of any AT&T policy, regulatory rule, or law. Allegations of retaliation are investigated and appropriate action is taken. The publicly available COBC includes information regarding non-retaliation. AT&T has multiple avenues available to employees to make anonymous reports, including reporting of retaliation as well as hotlines and procedures. In 2019, AT&T will complete its updated non-retaliation policy and execute a robust communication plan making employees aware of the policy and important changes.
We also have a separate Code of Ethics that applies to all employees and 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. For more information, see our Responsible Supply Chain issue brief.
Corporate Compliance Program
The AT&T Corporate Compliance Program (Program) is a risk-based program designed around the guidance provided in the Federal Sentencing Guidelines for Organizations (Guidelines). The 2 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.
The Program focuses on areas including anti-bribery/anti-corruption, antitrust and competition, third-party oversight, data protection, and environmental health and safety. The Program goes beyond the requirement to detect criminal conduct, as we attempt to identify and detect all employee misconduct and wrongdoing. We expect employees to follow the law as well as our own internal policies, which may require more than what is mandated by law.
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 websites, these resources promote an environment of ethics and compliance:
- Helpline: Employees can contact the “Ask Compliance” helpline by telephone or email to ask questions or raise concerns about compliance policies or ethical issues.
- Ethics@Work: Ethics@Work refers to both a set of resources available for better decision-making (e.g., template communications, talking points, decision trees) and in-person and online training that covers topics such as (non-exhaustive list) anti-bribery/anti-corruption, data protection, social media, conflicts of interest, and environmental health and safety. In 2018, Ethics@Work training covered risk-based scenarios and introduced employees to decision-making tendencies that affect both individuals and their teams. We continued to use a range of venues for messaging and communications, recorded live sessions for later viewing and included our peers in Europe and Asia via video conferencing.
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. In particular, we are especially vigilant when dealing with government officials. In 2018, AT&T did not pay any fines, penalties or settlements in relation to anti-trust claims.
AT&T has a comprehensive set of policies and procedures for the recording and approving of company transactions. The company’s COBC communicates 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 Foreign Corrupt Practices Act (FCPA) and Anti-Bribery Compliance Policy, Principles of Conduct with Suppliers and the Code of Ethics, provide guidance for executing company business. Our Anti-Corruption Policy is available to employees on our internal human resources website alongside other policies.
AT&T’s Anti-Bribery and Anti-Corruption compliance program is aimed at preventing, detecting and mitigating risks related to public and commercial bribery. A risk assessment is performed annually to evaluate the exposure associated with bribery and corruption. As part of the risk assessment, a mitigation control matrix is used to address the level of risk identified.
Internal monitoring of transactions for bribery and corruption is performed by the Finance team in AT&T Communications, Global Trade Organization (GTO) in Compliance, and Internal Audit. The Finance team reviews a sample of transactions to ensure compliance with company procedures on a quarterly basis while the GTO examines a sample of international transactions for appropriateness on a semi-annual basis. Internal Audit performs reviews of compliance with the FCPA provisions and considers potential fraudulent activity in each audit performed, including projects within Warner Media.
The Audit Committee of our Board of Directors has the highest level of responsibility for our compliance with all legal and regulatory requirements, which can include anti-corruption and bribery policies in accordance with the FCPA and other country-specific regulatory requirements. The Chief Compliance Office (CCO) oversees the enforcement of the COBC, Code of Ethics and Corporate Compliance Program, and regularly reports to the Audit Committee regarding our compliance and ethics risks, the effectiveness of the corporate compliance program, and any other compliance related matters. The CCO continues to partner with key stakeholders from External & Legislative Affairs, Finance, Global Supply Chain, Audit, Legal, Sales and T University, and collaborates with all the business units to provide them with the tools and information they need to successfully mitigate risk and manage compliance within each of their business units.
Our company’s commitment to Human Rights is outlined in our AT&T Human Rights Policy.
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 all social and environmental sustainability issues.
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 annual proxy statement.
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, advocacy, environmental policy, ESG reporting to investors and stakeholders, and political contributions reporting.
Our CSR Governance Council is led by our Chief Sustainability Officer and comprises senior executives representing business areas linked to CSR 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 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 4 core issue subcommittees: Community, Employee Activation, Environment and Human Rights. 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 Officer
- Len Cali, Senior Vice President, Global Public Policy
- Fiona Carter, Chief Brand Officer — AT&T Communications
- Keith Cocozza, Executive Vice President, Marketing & Communications — WarnerMedia
- Michael Hartman, General Counsel and Secretary — AT&T International
- Abhi Ingle, Senior Vice President, Digital, Distribution & Channel Marketing, AT&T Business — AT&T Communications
- Susan Johnson, Executive Vice President, Global Connection Management & Supply Chain — AT&T Communications
- Mo Katibeh, Chief Marketing Officer, AT&T Business — AT&T Communications
- Jerrie Kertz, Senior Vice President, Compliance
- Charlene Lake, Senior Vice President, Corporate Social Responsibility and Chief Sustainability Officer
- Scott Mair, President, AT&T Operations — AT&T Communications
- Larry Solomon, Chief Communications Officer
- Valerie Vargas, Senior Vice President, Advertising & Creative Services — AT&T Communications
- Mike Viola, Senior Vice President, Investor Relations
- Rick Welday, President, Xander Media — Xandr
Support for External Organizations
We strive to bring our customers the innovation they demand, provide shareholders value on their investment and be a responsible corporate citizen. A critical component of these efforts is being an active participant in the political process.
AT&T contributes to industry associations and coalitions — such as the United States Telecom Association, CTIA-The Wireless Association, and Motion Picture Association of America — and other industry associations and coalitions that advocate on matters of importance to the industry on behalf of their members.
In 2018, we revised our Political Engagement Report to be more transparent, reader-friendly and responsive to the political disclosure and accountability policies and practices of the CPA-Zicklin Index of Corporate Political Disclosure and Accountability.
Since the acquisition of WarnerMedia in June 2018 and the launch of Xandr in September 2018, we are continuing to integrate operationally and through our CSR reporting. For this reason, information for these 2 affiliates is not included in this brief, except where specifically referenced.
1Not inclusive of AT&T Mexico, AppNexus, Vrio and Warner Media
Updated on: May 30, 2019