Southern Company aspires to establish corporate governance standards and practices that drive long-term value for our stakeholders. Core to effective governance is consistent dialogue with our stakeholders, including regulators, investors and suppliers. We are committed to the highest ethical standards and proactive transparency at the Board level and throughout the entire organization.
At Southern Company, Our Values – Safety First, Intentional Inclusion, Act with Integrity and Superior Performance – guide us as we make decisions that impact our customers, communities, employees and the varied stakeholders who have an interest in Southern Company.
We are committed to ethical and legal compliance. The Southern Company Code of Ethics outlines how ethical behavior applies to every part of our business, applies to all employees, officers and Board members of Southern Company, its subsidiaries and affiliates. Annually, all employees are required to certify they have received, read and will abide by the Code of Ethics, including their duty to act. The Southern Company Code of Ethics addresses topics including:
As the highest decision-making body for the company, the Board of Directors adheres to the high standards outlined in our Corporate Governance Guidelines. Key provisions are featured in the Governance Highlights in the Notice of Annual Meeting and Proxy Statement. The Board is responsible for the election of a Chairman of the Board and Chief Executive Officer, and annually reviews the leadership structure. The Board acts as advisor and counselor to senior management and ultimately oversees and monitors its performance.
The Board aims to strike a balance between the knowledge that comes from longer-term service on the Board and the new experience and ideas that can come from adding Directors to the Board. The Board aims to continue to refresh its membership over time. The Nominating, Governance and Corporate Responsibility Committee:
The Board and its Committees provide oversight of the Company’s business strategy throughout the year. Various elements of strategy are discussed at every Board meeting, as well as at many meetings of the Board’s committees, and the Board receives regular updates on progress and execution from, and provides guidance to, our management team.
Review Committee charters in detail.
Southern Company operates a robust Enterprise Risk Management (ERM) framework, where risk management and oversight are integrated with strategic planning. Risks are incorporated into this multidisciplinary approach. Risks and mitigation efforts are managed on an ongoing basis throughout the year at all levels of operation, and informed by the Southern Company Risk Profile. This profile, which is developed on an annual cycle, prioritizes risks and allocates resources appropriately.
Throughout the year, officers and senior managers are responsible for working across the business to manage enterprise-level risk, monitor the performance of risk mitigation strategies and identify emerging risks. They meet routinely and engage regularly with the Board and its committees in consideration of short, medium, and long-term risks. Additionally, the Chief Financial Officer also serves as the Chief Risk Officer, and is accountable to the Chief Executive Officer and Board for ensuring enterprise risk oversight and management processes are established and operating effectively.
As part of the governance structure, the Audit Committee of the Board maintains oversight of the annual risk profile process, and conducts a review at the end of the cycle. For each board meeting, the agenda and discussion of the Board are mapped to the Southern Company Risk Profile to clearly demonstrate that appropriate attention is given to these key risks.
As a leading energy company serving many communities through our subsidiaries, it is important to Southern Company's business success to participate in the political process. Having constructive relationships with policymakers allows us to deliver clean, safe, reliable and affordable energy to our customers. We make political contributions in compliance with the laws and regulations that govern such contributions. We also engage directly with lawmakers and regulators and participate in trade associations and industry groups that, among their many activities, engage in lobbying and advocacy on various matters.