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.
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. For more than 140 years, ethics and integrity 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 these principles 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
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 update the Codes regularly as part of our ongoing effort to maintain their effectiveness and provide clear direction and resources on relevant topics.
AT&T deploys several strategies to collect employee feedback, including census surveys that are distributed throughout AT&T. 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 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.
In addition to our codes of 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 (SEC) filings and related financial statements. For the fiscal year 2020, 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
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 Codes.
We have strict non-discrimination and non-retaliation 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 Chief Compliance Officer (CCO) 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 enterprise.
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 regulatory 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.
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 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.
The Senior Executive Vice President & 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 CCO, compliance is the responsibility of every operating company and department. 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 and emails.
- 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 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 2020, 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, comprising 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. In 2020, we launched a Spanish version of the app, Trabajo Ético, for employees of AT&T Mexico. The Ethics@Work tools and resources are available to most employees, with plans to further 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, and 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 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 throughout the year to assess the effectiveness of existing controls. AT&T Audit Services also performs periodic ABAC control audits on each operating company.
As outlined in the AT&T Human Rights Policy, we respect and promote human rights in our operations and with stakeholders, including users, employees and suppliers. As part of this longstanding commitment, we seek to protect our users, particularly children, from harmful content by providing tools and information and by working with those dedicated to online safety. Read more about our commitment in our Human Rights and Safeguarding Children issue briefs.
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, industry knowledge and contacts 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, please see our annual Corporate 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 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.
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. Mr. Kennard is AT&T’s 1st independent Chairman.
Members of the Board are expected to attend Board meetings in person unless the meeting is held by means of remote communication. The Board held 9 meetings in 2020. Directors are also expected to attend the Annual Meeting of Stockholders of AT&T. All 12 directors were present at the 2020 Annual Meeting. In 2020, all Directors attended at least 75% of the total number of meetings of the Board and of the Committees on which each served.
]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 2021 Proxy Statement.
AT&T common stockholders are entitled to 1 vote per share on each matter 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 exceeds 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 2021 Annual Meeting, see our 2021 Proxy Statement.
Corporate Social Responsibility Governance
AT&T’s commitment to corporate responsibility means embedding it across our business, with strong governance at every level of the company.
The Public Policy and Corporate Reputation Committee (PPCRC) of the AT&T Board of Directors assists the Board in its oversight of ESG-related policies and issues affecting AT&T. In addition to discussions with individual PPCRC members, our Chief Sustainability Officer formally presents at 3 scheduled committee meetings per year. With committee member guidance, we seek continuous improvement in areas such as: employee volunteerism; philanthropy; education of our current and future workforce; the digital divide; privacy; human rights; diversity, equity and inclusion; climate resilience; digital well-being; ESG reporting; and disclosures of political contributions and government data requests.
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 (Council) is led by our Chief Sustainability Officer and is comprised of officers from each of our operating companies with responsibility for business operations aligned to our most important ESG focus areas. 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 Council, we convene 5 core issue committees led by senior CSR management: Community, Employee Activation, Environment, Human Rights and Online Safety. These committees 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
- Corey Anthony, Senior Vice President, Human Resources and Chief Diversity and Development Officer
- Michael Bowling, President, DIRECTV Latin America – AT&T International 4 4 In February 2021, we agreed to contribute our North America video business – including DIRECTV, AT&T TV and U-verse – to form a new company with TPG Capital. The transaction is pending customary closing conditions.
- Len Cali, Senior Vice President, Global Public Policy
- Anne Chow, Chief Executive Officer, AT&T Business – AT&T Communications
- Andre Fuetsch, Chief Technology Officer, Network Services – AT&T Communications
- Christy Haubegger, Executive Vice President, Communications and Chief Enterprise Inclusion Officer– WarnerMedia
- 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 the development of public policies that are important to our company, our employees and our shareholders.
AT&T contributes to industry associations and coalitions – such as the Motion Picture Association of America, 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.