As a publicly traded company (NASDAQ: DTV), DIRECTV is committed to the highest levels of transparent and ethical business conduct. The board of directors governs the company and is comprised of 12 directors, 11 of whom are considered independent according to company and NASDAQ listing standards. The one executive director serves as chairman of the board, as well as the President and Chief Executive Officer of the company. Working closely with the Chairman is the lead director, who chairs the executive sessions of the independent directors.
The board of directors has three committees. The following table summarizes the membership of these committees and their areas of responsibility.
|Audit||5 non-executive directors||Audit, accounting, risk management|
|10 non-executive directors||Selection and nomination of board members and top management; corporate social responsibility; corporate citizenship; sustainable development including environmental compliance|
|Compensation||6 non-executive directors||Compensation|
DIRECTV’s Corporate Social Responsibility (CSR) Steering Committee is a decision-making body with oversight of our corporate citizenship and sustainability activities in the U.S. and Latin America. Committee membership consists of members of our senior leadership team and key internal stakeholders. The Steering Committee meets twice each calendar year and provides an annual report to the Nominating and Corporate Governance Committee of the board of directors on Corporate Social Responsibility at DIRECTV. For corporate citizenship, the Committee is charged with reviewing goals against our business strategy; revalidating focus areas; guiding the development of new and existing programs; and supporting employee engagement. In the area of sustainability, the Committee’s responsibilities include reviewing goals against our overall business strategy, integrating sustainability into each business unit, overseeing the development of environmental policies and positions and evaluating strategic opportunities to reduce our environmental impact.
We work to ensure that there is no disconnect between our policies and how we conduct our business, and we reinforce this mindset through periodic reporting to the board, annual ethics training for employees, monitoring trends, taking appropriate discipline, conducting employee surveys and issuing periodic and topical communications to employees.