Governance

• Board Independence
• Board Compensation
• Executive Compensation
• Code of Conduct

• Code of Ethics
• Political Contributions
• CSR Sustainability Governance
• CSR/Environmental Reporting

Board Independence

A substantial majority of the Directors of the Board shall be "independent" in accordance with the listing standards of the New York Stock Exchange. The Board, on an annual basis, reviews the independence of all Directors, affirmatively makes a determination as to the independence of each Director, and discloses those determinations. For a Director to be "independent," the Board must affirmatively determine that, in its business judgment, the Director has no material relationship with AT&T, either directly or as a partner, shareholder or officer of an organization that has a relationship with AT&T except as a Director. In making that determination, the Board adheres to the independence requirements of the New York Stock Exchange and the following additional standards:

• A Director who owns, together with any ownership interests held by members of the Director's immediate family, 10% of another company that makes payments to, or receives payments from, AT&T (together with its consolidated subsidiaries) for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company's consolidated gross revenues, shall not be considered "independent" until three years after falling below such threshold.
• A Director who is, or whose immediate family member is, a director, trustee or officer of a charitable organization, or holds a similar position with such an organization, and AT&T (together with its consolidated subsidiaries) makes contributions to the charitable organization in an amount which exceeds, in any single fiscal year, the greater of $1 million per year or at least 5% of such organization's consolidated gross revenues, shall not be considered "independent" until three years after falling below such threshold.

Board Compensation

The Board, using the recommendations of the Corporate Governance and Nominating Committee, conducts a review at least once every two years of the components and amount of Board compensation (including benefits) in relation to other similarly situated companies to ensure that Board compensation is consistent with market practices. Based on that review, the Board adjusts compensation as appropriate. 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. For 2011 Board Compensation, please see AT&T 2012 Notice of Annual Meeting and Proxy Statement (PDF).

Executive Compensation

Annually, if not more frequently, the Committee determines the compensation of the Chief Executive Officer, other executive officers and to the extent the Committee deems appropriate, other employees. The Committee makes compensation determinations after meeting with the Committee's compensation consultant and, in the case of officers other than the CEO, after reviewing the recommendations of the CEO. The Compensation program includes salary and such short or long term incentives or other awards the Committee deems appropriate.

Code of Conduct

AT&T adheres to the highest ethical standards. These standards are grounded in the AT&T Code of Business Conduct. The code addresses common ethical and compliance issues and covers a range of topics. It includes everything from diversity and non-discrimination to computer use and electronic security to conflicts of interest and relationships with vendors. AT&T's Code of Business Conduct training also incorporates human rights and anti-corruption topics. View AT&T's Code of Business Conduct.

Each employee — from our part-time workers to our chairman — is responsible for reviewing the code and understanding its provisions completely. Employees must review the code annually.

AT&T also maintains a separate Code of Ethics that applies to all employees and officers, as well as our Board of Directors.

Code of Ethics

The Board has adopted a Code of Ethics applicable to members of the Board of Directors and to the officers and employees of AT&T and its consolidated subsidiaries: AT&T Code of Ethics.

Political Contributions

AT&T Inc. complies with all applicable laws concerning political contributions. AT&T provides additional guidance via the AT&T Inc. Political Contribution Statement. The company discloses its contributions in its Political Engagement Report.

CSR Sustainability Governance

AT&T has taken concrete steps to elevate the importance of citizenship and sustainability and to strengthen the management of related issues throughout the organization.

• AT&T changed the charter of its Public Policy and Corporate Reputation Committee of the Board of Directors to establish clear oversight in the area of citizenship and sustainability: Public Policy Committee of the Board of Directors of AT&T Inc. Charter.
• In the first quarter of 2008, we named our company's first chief diversity officer and put in place a Citizenship and Sustainability Steering Committee made up of senior executives and officers from across the company. The committee meets quarterly to identify priorities, align resources and help further integrate these issues into our business operations.
• Additionally, we have more than 20 expert teams, aligned around different sustainability issues and consisting of subject matter experts within the business, to further drive sustainability into our operations.
• In May 2009, we took another step by naming our company's first chief sustainability officer. This officer works with the chairman's office, AT&T's Board of Directors and the company's executive management team to further integrate sustainable business practices across the company and its supply chain.

CSR/Environmental Reporting

AT&T used the Global Reporting Initiative Framework to guide its selection of content and data included in its 2011 Sustainability Report. The list of GRI indicators that were reported on can be found by clicking on the GRI table on the right hand navigation section of this page. The report has been aligned with the GRI G3 at an Application Level C.