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. In response to
stockholder feedback, we adopted a proxy access by-law and amended our
charter and by-laws to reduce the voting requirement necessary for
stockholders to adopt, amend, alter or repeal any provision of our
by-laws from a super-majority to a majority voting standard.
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 seven of our Board members are independent, and we have an Independent Chair of the Board
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Majority voting standard for Board members in uncontested director
elections
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Annual election of all directors beginning in 2023
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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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Audit, Compensation and Talent Management, and Nominating and
Governance Committees are comprised solely of independent directors
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Director onboarding for new members
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The average tenure of our Board is less than ten years.
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We maintain robust executive and non-employee director stock
ownership guidelines.
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No stockholder rights plan
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Membership for all directors in the National Association of
Corporate Directors
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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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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 and pledging 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