Global Reporting Initiative Standard Disclosures
Regulatory compliance MA; Business ethics/ethical culture MA; 2-9; 2-10; 2-11; 2-12; 2-13; 2-16; 2-17; 2-25; 2-26; 2-27; 2-28; 205-3; 206-1
Global Reporting Initiative Standard Disclosures
Regulatory compliance MA; Business ethics/ethical culture MA; 2-9; 2-10; 2-11; 2-12; 2-13; 2-16; 2-17; 2-25; 2-26; 2-27; 2-28; 205-3; 206-1
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.
1 Not inclusive of AT&T Mexico, AppNexus, Vrio or WarnerMedia.
2 Not inclusive of AT&T Mexico, Vrio or WarnerMedia.
3 Not inclusive of AT&T Mexico, Vrio or WarnerMedia. DIRECTV employees were assigned until July 30, 2021, when the DIRECTV Code of Conduct was launched. Note: In July 2021, we completed a transaction with TPG Capital involving our North America video business – including DIRECTV, AT&T TV and U-verse – to form a new company called DIRECTV. In November 2021, we completed the sale of our Latin America video operations, Vrio, to Grupo Werthein.
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, our actions and how we conduct our business.
For more than 140 years ethics and integrity have guided our interactions with our customers, shareholders and each other. 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 ("Code") is driven by our values and detail our commitments to ethics, diversity, privacy, the environment and our communities. The Code defines the standard of ethical behavior that employees are expected to follow. Encouraging honest and ethical conduct, the Code 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. It is a key resource and practical tool, providing guidance to each employee about the attitudes to adopt in relationships within and outside the company.
The Code is available on external websites and company intranets and are accessible on employee mobile devices. Employees also have access to the Code in more than 20 languages to help ensure they are clearly understood. We update the Code regularly as part of our ongoing effort to maintain their effectiveness and provide clear direction and resources on relevant topics.
In addition to our Code of Business Conduct, we have a Code of Ethics that applies to the AT&T Board of Directors (the Board). The Code of Ethics emphasizes honest and ethical behavior, avoiding conflicts of interest, and the fairness and accuracy of our Securities and Exchange Commission filings and related financial statements. For the fiscal year 2021, AT&T had no material losses related to litigation or to non-appealable regulatory decisions involving anti-competitive behavior.
Resources for Employees Who Seek Guidance or Wish to Raise a Concern
AT&T deploys several strategies to collect employee feedback, including census surveys that are distributed throughout our company. Results from the annual AT&T Culture Survey are shared throughout the organization, providing leaders with the ability to create and drive targeted initiatives (e.g., messaging, training) based on employee feedback. Additionally, the Chief Compliance Office hosts a biennial survey that focuses on employees’ perception of ethics, honesty and integrity. Similar to the Culture Survey, results are used to understand and improve programs throughout AT&T. In both instances, survey data are confidential and the survey is administered by a third party. Results are aggregated to protect the identity of our employees and create a safe forum to raise key issues. For more information, please see the Our Workforce issue brief.
Employees can report questions and concerns regarding our Codes to their direct supervisor, another manager, Human Resources, the Chief Compliance Office, Asset Protection or the Legal Department. If an employee is uncomfortable speaking with 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 is available on our intranet sites and in employee training for the Code of Business Conduct.
We have strict nondiscrimination and nonretaliation policies to protect employees who have grounds to report unethical behavior or a violation of company policy or law. Allegations of retaliation are investigated, and appropriate action is taken.
Corporate Compliance Program
The Senior Executive Vice President and Chief Compliance Officer (CCO), a direct report to the CEO, is responsible for the AT&T Corporate Compliance Program (the Program) on behalf of AT&T 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 consumers’ and employees’ privacy 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 company.
The Program is robust and risk-based, modeled after the Federal Sentencing Guidelines for Organizations, the Department of Justice Guidance for Evaluation of a Corporate Compliance Program, and other international and industry regulations and guidelines. We continuously improve the Program in accordance with U.S. Department of Justice Criminal Division Evaluation of Corporate Compliance Programs guidance and other leading best practices, including external reviews of our Program.
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.
The Audit Committee of the Board of Directors provides 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. In addition to having independent discussions with committee members throughout the year as needed, the CCO reports periodically (but no less than annually) to the Audit Committee of the Board of Directors regarding the company’s compliance and ethics-related trends, risks and action plans.
While the Program is administered under the direction of the CCO, compliance is the responsibility of every operating company and department. The CCO partners with these groups to provide 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.
AT&T has a variety of controls in place across the company’s business units to support the assessment of internal controls and risk management. Management is responsible for assessing and managing our exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies and procedures. Management also is responsible for informing the Board of our most significant risks and our plans for managing those risks.
The Board annually reviews AT&T’s strategic business plans, which includes evaluating the competitive, technological, economic and other risks associated with these plans. The Audit Committee reviews AT&T’s major financial risk exposures and discusses with management the steps taken to monitor and control those exposures. Our internal audit organization provides the Audit Committee with an assessment of AT&T’s risks and conducts assurance reviews of AT&T’s internal controls. Our CCO meets annually with the senior internal auditing executive and the Audit Committee to review the annual internal audit and compliance risk assessment. Additionally, the Audit Committee receives regular reports on internal audits of significant risk areas, including financial, operating, regulatory and legal matters.
AT&T’s Corporate Compliance Program provides the framework for the business to operate lawfully and ethically through standards of conduct and internal controls. The Program is modeled after the guidance provided in the Federal Sentencing Guidelines for an effective compliance and ethics program, which includes periodically assessing the risk of criminal conduct and taking appropriate steps to reduce said risk.
Our compliance risk assessment process annually evaluates the risk of noncompliance in certain high-risk areas for inclusion in the Program. We then conduct formal risk assessments at least twice annually, focusing on significant compliance areas that could present a significant risk to the company from a reputational, operational or financial perspective. The CCO leadership team and legal support review each risk assessment and communicate the results and action plans to business unit leadership.
Ethics & Compliance Resources, Including Training & Awareness
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 and emails.
- Helpline: The “Ask Compliance” helpline is available for employees by telephone and email, which enables 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 as well as 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 2021, Ethics@Work training continued to cover risk-based scenarios and decision-making tendencies using real-world examples along with resources to assist individuals and their teams in making ethical business decisions. The training educates employees on ethical blind spots and decision-making, AT&T values, and ethical recognition programs. Additionally, employees have access to our on-demand Ethics@Work Toolkit located on our Code of Business Conduct website. The toolkit comprises leadership videos and message templates, decision-making models, and ethical research. These resources are also available in our Ethics@Work app, which puts compliance and ethics into the hands of employees. A Spanish version of the app, Trabajo Ético, is available for employees of AT&T Mexico. The Ethics@Work tools and resources are available to most employees.
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 any appearance of improper influence, and we are especially vigilant when dealing with government officials.
AT&T has a comprehensive set of anti-bribery and 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 Code of Ethics, provide guidance for executing company business. These policies are available to employees on our internal human resources websites.
Our ABAC policy compliance programs aim to prevent, detect and mitigate 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 to assess the effectiveness of existing controls. Our internal audit organization, led by our Senior Vice President – Audit Services, also performs periodic ABAC control audits on each operating company.
Board of Directors Nomination Process
Our commitment to diversity and inclusion starts at the top and is embedded at every level of our organization.
In reviewing Director candidates, the Board and our Corporate Governance and Nominating Committee work to ensure the Board encompasses a broad range of skills, expertise and industry knowledge relevant to our business. As expressed in our Board Diversity Statement, AT&T recognizes the value of diversity and takes into account many factors, including but not limited to gender, race and ethnicity, as important in determining composition and in making nominations to the Board.
For additional details on our Board nomination process and diversity and tenure data, please see our most recent Proxy Statement.
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 risks to the company, 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.
- Executive Committee: Acts on behalf of the Board in the intervals between meetings of the full Board.
- Human Resources Committee: Discharges the Board’s responsibilities related to compensation, benefits and succession planning.
- Governance and Policy Committee: Provides oversight of membership of the Board, as well as corporate governance, policies related to protecting the company’s reputation, including its public policy positions, corporate responsibility and ESG efforts, brand and reputation.
Upon the retirement of Randall Stephenson as Executive Chairman of the Board of Directors in January 2021, William Kennard, an independent director, was appointed Chairman of the Board of Directors, and the position of Lead Director was terminated. Kennard is AT&T’s 1st independent Chairman.
All members of the Board of Directors, except our CEO, are considered independent under the New York Stock Exchange Listing Standards and the additional standards contained in our Corporate Governance Guidelines. All Board committees are composed entirely of independent Directors.
Members of the Board are expected to attend Board meetings in person unless the meeting is held by means of remote communication. Directors are also expected to attend the Annual Meeting of AT&T Stockholders. In 2021, the Board held 10 meetings, and all Directors attended at least 75% of the meetings of the Board and of the committees on which each served. All 12 Directors who served on the Board at the time attended the 2021 virtual Annual Meeting.
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 Board, using the recommendations of the Corporate Governance and Nominating Committee, reviews the components and amount of Board compensation (including benefits) in relation to peer companies annually to ensure that Board compensation is consistent with market practices, and it adjusts compensation as appropriate. The Corporate Governance and Nominating Committee utilizes a third-party consultant to gain advice and information regarding Director compensation. Directors who are also employees of AT&T or its subsidiaries receive no separate compensation for serving as Directors or as members of Board committees. 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 Proxy Statement.
AT&T common stockholders are entitled to 1 vote per share on each matter properly brought for a vote at our Annual Meeting. We require the presence or proxy of stockholders representing at least 40% of the outstanding shares of common stock to reach a quorum for conducting business. Matters are determined by a majority of votes cast – the number of votes cast “for” a matter versus the number of votes cast “against” such matter – unless a greater number is required by law or by our Certificate of Incorporation for the proposed action.
For more details about our Annual Meeting, see our Proxy Statement.
Integrated ESG Governance
AT&T’s commitment to management of environmental, social and governance (ESG) issues means integrating oversight across our business with strong governance at every level of the company.
The Governance and Policy Committee (GPC) assists the Board in oversight of AT&T’s ESG strategy, including related policies, programs and ESG reporting. Members of the GPC come from diverse professional and cultural backgrounds, giving them the experience, depth of knowledge, judgment and vision to challenge our assumptions and continuously improve our work.
In addition to discussions with individual GPC members throughout the year, our Senior Vice President (SVP) – Corporate Social Responsibility (CSR) and ESG, who also is our Chief Sustainability Officer (CSO), presents on relevant topics and is present at all GPC meetings for ESG dialog. In 2021, the predecessor to the GPC (the Public Policy and Corporate Reputation Committee) held 3 regularly scheduled meetings discussing topics such as: DE&I, privacy, digital divide, social innovation, supply chain responsibility, climate transition, ESG reporting, political contributions and charitable contributions. The Audit Committee of the Board oversees AT&T’s compliance with legal and regulatory requirements, as well as internal enterprise risk assessment activities and audit functions which incorporate ESG risks and disclosures.
Every 2–3 years – most recently in Q4 2021 – we identify our most material ESG topics by systematically engaging a broad sampling of internal and external stakeholders. We use the findings from this process to prioritize the most significant ESG impacts, risks and opportunities our company should address to help ensure long-term business success. Additionally, the results of our ESG materiality assessment are formally integrated into our enterprise risk assessment process. Learn more about our ESG Material Issues Assessment.
Our Corporate Social Responsibility Governance Council (Council) is led by our Chief Sustainability Officer and is composed of more than a dozen officers representing each of our operating companies with responsibility for business operations aligned to our most important ESG focus areas. In addition to ad hoc meetings, the Council held 3 regularly scheduled meetings in 2021. Members attend all CSR Governance Council meetings or identify a delegate to attend on their behalf.
In addition to the Council, we convene 5 core issue committees: Community, Employee Activation, Environment, Human Rights and Online Safety. These committees are led by our CSR leaders and work closely with experts throughout our operating companies and regions to implement and enhance programs and policies that address ESG issues across AT&T.
Corporate Social Responsibility Governance Council
- Charlene Lake, Senior Vice President, Corporate Social Responsibility and ESG, and Chief Sustainability Officer
- Corey Anthony, Senior Vice President, Human Resources, and Chief Diversity and Development Officer
- Mónica Aspe, Chief Executive Officer – AT&T Mexico
- Len Cali, Senior Vice President, Global Public Policy
- Anne Chow, Chief Executive Officer, AT&T Business – AT&T Communications
- Debbie Dial, Senior Vice President and Global Controller
- Andre Fuetsch, Chief Technology Officer, Network Services – AT&T Communications
- Susan Johnson, Executive Vice President, Global Connections and Supply Chain – AT&T Communications
- K.C. Kavanaugh, Chief Communications Officer
- Tom Moore, Senior Vice President, Chief Compliance Office, and Chief Privacy Officer
- Amir Rozwadowski, Senior Vice President, Finance and Investor Relations
- Valerie Vargas, Senior Vice President, AT&T Advertising and Retail Marketing
- 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 the development of public policies that impact our company, our employees and our shareholders.
AT&T contributes to industry associations and coalitions, such as the Motion Picture Association of America, the United States Telecom Association and NCTA – The Internet & Television Association, and other organizations that advocate on matters of importance to the industry on behalf of their members.
Our Political Engagement Report is a transparent, reader-friendly political disclosure that is responsive to best practices and accountability policies. For more information on the memberships and coalitions we support, see our Political Engagement Report and the issue briefs in our Reporting Library.