Corporate Governance Highlights
Our commitment to diversity and inclusion starts with our Board and
flows through our organization. The Board considers, as a matter of
practice, the diversity of prospective nominees (including incumbent
directors), both culturally and in terms of the variety of viewpoints on
the Board, which may be enhanced by a mix of different professional and
personal backgrounds and experiences. A key goal of these diversity
efforts is to encourage and embrace cognitive diversity that will
provide a variety of perspectives about the complex issues facing the
company in order to benefit our business and stakeholders. The Board
evaluates diverse candidates for every vacancy and, consistent with past
practice, will consider women and/or persons of color in each candidate
pool from which we select non-incumbent director nominees.
We conduct extensive outreach efforts to our stockholders in order to
solicit feedback on corporate governance matters.
We maintain effective oversight and accountability through sound
corporate governance policies. Below are highlights of some of our
policies and practices:
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All Board members are independent except CEO, and we have an Independent Chair of the Board, separating the roles of Chair and CEO
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Audit, Compensation and Talent Management, and Nominating and Governance Committees are comprised solely of independent directors
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Annual election of directors
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Majority voting standard for Board members in uncontested director
elections with resignation policy
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No supermajority voting provisions or stockholder rights plan
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Proxy access by-law (3% ownership/3 years duration/greater of 2 or 25% of Board)
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The average tenure of our Board is less than 10 years and two new directors have been added to the Board over the past five years
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No mandatory age limit for directors
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Women hold key leadership positions on the Board including Chair of the Board and Chairs of Audit, Compensation and Talent Management, and Nominating and Governance Committees and comprise fifty percent (50%) of the Board
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Annual Board and Committee evaluations
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Regularly conduct executive sessions of our independent directors
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Director onboarding for new members
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We maintain robust executive and non-employee director stock
ownership guidelines.
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Say-On-Pay advisory votes
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Well-balanced executive compensation program that reflects our
pay-for-performance philosophy where a substantial portion of
executive compensation is at risk and tied to objective performance
goals
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No excessive perquisites, benefits, or severance multiples in excess of three times annual base salary
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No single-trigger vesting benefits based on change of control
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Annual equity compensation awards extended beyond executives to manager-level associates
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Competitive market analysis of peer group practices
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Independent, third-party compensation consultant engaged by the Compensation and Talent Management Committee
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Vigorous clawback policies
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Hedging, pledging and short-sales of Company stock are prohibited for directors, officers, and associates who are members of our restricted trading population
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We provide annual training for our associates with respect to our Code of Business Conduct and Ethics.
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Our Code of Business Conduct and Ethics contains our formal policy against bribery and improper payments to government personnel.
Board's Role in Risk Oversight
The Board actively considers strategic decisions proposed by management,
including matters affecting the business strategy and competitive and
financial positions of the company, and monitors our risk profile. In
its role of providing risk oversight, the Board employs a
principles-based approach to identify and monitor the myriad of risks
impacting the company. The Board and executive leadership continually
monitor our risk environment, including attempting to identify potential
unknown risks. Despite establishing a comprehensive risk management
framework, both the Board and executive leadership recognize that the
company may not have identified all risks related to our business and
that unknown risks will exist, some of which could have a significant
impact on the company.
The Board fulfills certain risk oversight functions through its standing
committees. For example, the Audit Committee plays a key role in risk
oversight, particularly with respect to financial reporting, accounting,
and compliance matters; the Compensation and Talent Management Committee
addresses the risk profile of the company’s compensation program and
arrangements and human capital programs, policies, and practices,
including those related to organizational culture, diversity, and
inclusion; and the Nominating and Governance Committee oversees corporate
governance-related risk associated with our governance practices and
profile, as well as our risks and practices related to cybersecurity and
environmental matters, including climate related risks.
Risk oversight activities are supported by internal reporting structures
that aim to surface directly to the Board key matters that can affect the
company’s risk exposures, as well as by our leadership structure. The
company’s Disclosure Controls Committee reports directly to the Audit
Committee on certain matters relating to our public disclosures. We also
have an enterprise risk management (ERM) program designed to identify,
assess, prioritize, manage, and mitigate major risk exposures that could
affect our ability to execute on our corporate strategy and fulfill our
business objectives. Our ERM program is administered by a risk council
made up of members of senior management supported by subject matter
experts within our organization. Representatives of the risk council
report to the Audit Committee on risk exposure, management, and tolerance,
among other things.
Stakeholder Engagement
We regularly engage with various stakeholders, including associates,
customers, investors, and industry, governmental, and nonprofits and
community organizations. Understanding the issues and challenges we face
from various perspectives allows for the collaboration necessary to
effect change. Feedback allows us to improve the value and relevance of
our products, services, and how we interact and give back to our
communities. Below are examples of how we engage with our stakeholders:
Associates
- Annual satisfaction survey
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Various communications channels at the company, regional, and
local levels, including our intranet, quarterly town hall
meetings, twice-weekly company blog, and bi-monthly CEO videos
- Open Door Policy
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Ethics Hotline allowing associates to raise concerns anonymously
Customers
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Customer service hotlines to assist consumers and receive
feedback on our products and services
- Customer satisfaction surveys
- Web-based apps for service requests
- Specialized services to support businesses
Investor Community
- Quarterly earnings call
- Quarterly and annual financial reporting
- Annual meeting of shareholders
- Investor Relations website and SEC reporting
- Attendance at investor conferences
- Engagement with investors, analysts, and ratings agencies
Industry
- CableLabs
- National Cable Television Cooperative
- The Cable Center
- C-SPAN
- Various state cable and broadband associations
Government, Legislators, and Politicians
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Engagement with legislators and regulators at the federal,
state, and local level
- Membership in ACA Connects
Nonprofits and Community Organizations
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Partnerships with national organizations, such as Arbor Day
Foundation, Special Olympics and Keep America Beautiful
- Volunteer activities
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Support of national organizations with local impact, such as The
American Red Cross