Leading With Integrity
Through our strong corporate governance structure and practices, Atmos Energy leadership sets direction, provides accountability, and creates transparency in decision-making tied to our corporate goals. At Atmos Energy, we expect every one of our employees to act with integrity and accountability. We consistently reinforce our ethical standards and principles across our workforce and have adopted key sustainability initiatives.
“We take pride in our commitment to uphold rigorous ethical standards and exemplify the best business practices that position Atmos Energy to lead in corporate social responsibility.”
Chris Forsythe, Senior Vice President and Chief Financial Officer
Atmos Energy’s Code of Conduct outlines our deep commitment to corporate responsibility, employee respect, and our culture. In fiscal year 2023, 100% of our active employees completed our annual Code of Conduct Training, keeping our vision in sharp focus and reinforcing how to identify and deal with ethical issues such as conflicts of interest, gifts and entertainment, use of confidential information, fair dealing, protection of corporate assets, and compliance with rules and regulations protecting safety and the environment. This training also covers the importance of utilizing our Compliance Helpline, and where to direct specific questions or comments. Our Compliance Helpline gives employees, contractors, and members of the public an avenue to make suggestions or recommendations, ask questions, and report suspected violations of our Code of Conduct. All submissions to the Compliance Helpline are treated confidentially, and any form of retaliation against anyone submitting a concern or recommendation is strictly prohibited. Read more about the Atmos Energy Code of Conduct here.
Governance Structure
Board of Directors
Atmos Energy’s Board structure is designed to provide independent oversight of corporate management and key issues related to strategy and risk. Our lead director is independent, and independent directors chair all standing Board committees. Additionally, independent directors regularly hold executive sessions outside the presence of the chairman, the president, and CEO, or any other company employee. Directors serve one-year terms upon election and are reelected to subsequent one-year terms by a shareholder vote at the annual shareholders meeting.
The Nominating and Corporate Governance Committee oversees the company’s governance-related matters. This committee annually considers and makes recommendations to the Board regarding suitable candidates to fill Board vacancies and submits them to the company’s shareholders for election. This maintains balance and diversity on the Board with respect to race, sex, age, geographical location, knowledge, skills, expertise, business experience, and other appropriate measures. We strive to maintain the right balance of tenure across our Board to bring both historical knowledge and fresh perspectives to our governance approach. Our Board is balanced with a mix of new and experienced members, providing a diverse range of viewpoints and backgrounds.
Board Experience
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Age | Gender | Race/ Ethnicity |
Industry Experience |
Safety | Regulatory/ Policy |
Strategy/ M&A |
Finance/ Accounting |
Independent | Diversity | Public Co Leadership |
Public Co BOD |
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| J. Kevin Akers | 4 | 60 | M | White |
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| John C. Ale | 2 | 69 | M | White |
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| Kim R. Cocklin | 14 | 72 | M | White |
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| Kelly H. Compton | 7 | 66 | F | White |
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| Sean Donohue | 5 | 62 | M | White |
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| Rafael G. Garza | 7 | 63 | M | Hispanic |
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| Richard K. Gordon | 22 | 74 | M | White |
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| Nancy K. Quinn | 19 | 70 | F | White |
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| Richard A. Sampson | 11 | 73 | M | White |
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| Diana J. Walters | 5 | 60 | F | White |
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| Frank Yoho | 3 | 64 | M | White |
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| Percent of Board | – | – | – | – | 64% | 45% | 45% | 91% | 73% | 82% | 36% | 55% | 36% |
Board Practices
- Independent lead director
- Separation of Board chair and CEO
- 9 of 11 directors are independent
- Annual election of all directors
- Regular executive sessions of independent directors
- Comprehensive and strategic risk oversight
- Annual Board and committee evaluations
Shareholder Matters
- Robust shareholder engagement
- Annual say-on-pay voting
- Majority voting for director elections
- No poison pill defense
Board Committees
- Audit Committee
- Corporate Responsibility, Sustainability, and Safety Committee
- Human Resources Committee
- Nominating and Corporate Governance Committee
- Executive Committee
Other Governance Practices
- Executive and director stock ownership guidelines
- Clawback policy
- Prohibition on hedging or pledging stock
For more information on our governance practices, visit the Governance Documents section of our website.
Atmos Energy Senior Leadership Committees
The Management Committee comprises five senior leaders responsible for executing company strategy as approved by the Board. The committee meets regularly to actively monitor safety, operational, and financial performance and oversees compliance with policies, procedures, and ethical business practices.
The Risk Management and Compliance Committee (RMCC) comprises members from the senior leadership team. This committee, overseen by the Management Committee, oversees enterprise-wide risk management across all categories, including safety, security, cybersecurity, and ESG risks. The RMCC also oversees the Quality Assurance, Pipeline Safety Management System, and Management of Change processes.
“Our unique culture guides us in everything we do, including our approach to corporate governance, which is built upon our AtmoSpirit principles. This resilient foundation empowers our enterprise to focus on continuous process improvement as we strive to be the safest provider of natural gas services.”
Karen Hartsfield, Senior Vice President, General Counsel & Corporate Secretary
Governing Through Challenges and Managing Risk
Our approach to managing risk includes integrated analysis, scenario exercises, and response planning across the enterprise. This approach allows us to understand and manage enterprise risks as the organization and operating environment evolve.
Integrated Risk Management
Atmos Energy’s Integrated Risk Management (IRM) strategy supports our vision of being the safest provider of natural gas services by providing a consistent approach to identifying and managing risk. In 2006, Atmos Energy began formalizing an integrated risk management framework, informed by the Committee of Sponsoring Organizations of the Treadway Commission principles. Since then, we have actively engaged internal and external experts to assist us with integrating our IRM process into our structure, operations, and business processes.
Cybersecurity
We continuously assess our risk of cyber threats to adapt quickly to the ever-changing challenges and risks surrounding cybersecurity. Atmos Energy has implemented policies, procedures, and controls to identify, protect, detect, and respond to cyberattacks or acts of online terrorism.
Atmos Energy’s cybersecurity program leverages the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) in its design of controls intended to reduce the risk and potential impact of cybersecurity incidents. This comprehensive approach encompasses continuous monitoring, risk assessments, a cybersecurity incident response plan, and regular evaluations to align our practices with industry standards. Additionally, we actively engage in cybersecurity risk management practices and continually improve procedures and practices to support the continued safe and reliable delivery of natural gas to our customers.
At the Board level, the Audit Committee oversees the company’s cybersecurity risks. Our Chief Information Officer, along with our Director of Cybersecurity, provide the Audit Committee with regular cybersecurity updates. The Risk Management & Compliance Committee governs our cybersecurity program. As part of our cybersecurity efforts, we maintain collaborative relationships with government officials, law enforcement, and industry peers to stay ahead of trends and potential cyber tactics.
“The company’s cybersecurity capabilities have grown more sophisticated in terms of both people and technology. Our growth in our cybersecurity practices aligns with our vision for Atmos Energy to be the safest provider of natural gas services.”
Richard Mitschke, Vice President & Chief Information Officer
Working With Suppliers
Atmos Energy’s supply chain strategy focuses on suppliers that share our values and provide high-caliber service, quality, and value-added services. The Supply Chain Management Group’s mission is to offer the best-value supply chain solutions through innovative insights with a strong focus on customer service and our company’s culture. Our core supply chain services include new product approvals, contract review, corporate and operational sourcing, fleet and equipment management, procurement, and management of our small businesses and supplier relationships. All contractors are screened, pre-qualified, and required to provide Atmos Energy with information via a questionnaire that addresses hazard identification and risk assessment, training and awareness, operational controls, and subcontractor management. Atmos Energy utilizes ISNetworld (ISN) to onboard and monitor third-party contractor Health, Safety, and Environment programs and incident statistics.
We support local hiring initiatives through our Small Business Administration (SBA), which gives local suppliers and contractors the opportunity to work with us. For the last three fiscal years, we sourced at least 38% of our annual spending from small and diverse businesses. Additionally, 99% of our vendors are headquartered in the United States. All Atmos Energy contractors must complete the diversity and SBA requirements and submit supporting documentation as part of the vendor registration process.
As safety programs and security processes evolve, Atmos Energy continuously updates and maintains stringent cyber security requirements for our large and small business suppliers. We recognize the additional challenges to our cyber security policies. This support has enabled many of our suppliers to continue to do business with Atmos Energy.