Governance

Governance

At Southern Company, we believe corporate governance underpins and enhances the long-term value shareholders seek from their investment in our company.

Our long-term perspective, executed through a well-governed and highly engaged board, shapes the strategy for realizing maximum shareholder value through every risk and every opportunity the company faces.

 

Corporate Governance Principles

We view the Board of Directors as one of our company’s most critical strategic assets. Our board is well-composed, diverse, high-functioning, independent and experienced. The board oversees how management navigates challenges with effective ongoing evaluation practices.

 

Board Committee Composition

There are five committees of the Board of Directors – Audit, Compensation and Management Succession, Finance, Nominating, Governance and Corporate Responsibility, and Operations, Environmental and Safety.

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Audit Committee Charter

The Audit Committee of the Board of Directors oversees the preparation of the Committee’s report required to be included in the appropriate Company disclosure documents and assists the Board in fulfilling its oversight responsibilities for the following:

  • The quality and integrity of the financial reporting process and the financial statements and reports of the Company.
  • The system of internal control.
  • The qualifications, independence and performance of the independent auditor.
  • The quality and performance of the Company’s Internal Auditing function.
  • The Company’s process for monitoring adherence with the Company’s Code of Ethics and compliance with legal and regulatory requirements.
  • Assistance to Executive Management and the Chief Executive Officer in setting an appropriate “Tone at the Top” that encourages the highest levels of ethical behavior and integrity in all matters.
  • The Company’s processes for monitoring enterprise risks.

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Compensation and Management Succession Committee

The Compensation and Management Succession Committee of the Board of Directors is charged with responsibility for review and oversight of executive compensation and management succession.  The Committee also shall have those duties delegated to it under the Pension Plan for Employees of the Company.

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Finance Committee Charter

The Finance Committee of the Board of Directors is charged with responsibility for review and oversight of the financial policy, plans and programs of the Company (including its subsidiaries).

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Nominating, Governance and Corporate Responsibility Committee Charter

The Nominating, Governance and Corporate Responsibility Committee of the Board of Directors is charged with the responsibility of the oversight of the composition of the Board and its committees, identification and recommendation of individuals qualified to become Board members (consistent with criteria approved by the Board), determination of non-employee directors’ compensation, maintenance of a statement of corporate governance guidelines and oversight of performance evaluations of the Board and its committees.

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Operations, Environmental and Safety Committee Charter

The Operations, Environmental and Safety Committee of the Board of Directors is charged with broad responsibility for review and oversight of the Company’s significant operating segments, including nuclear operations, power generation and transmission facilities.

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Southern Company is committed to conducting business with honesty, integrity and fairness. An essential part of this commitment is our requirement that we conduct our business in compliance with all applicable laws and regulations.

Southern Company’s governance structure protects shareholder rights and is designed to positively influence shareholder value.

 

Corporate Governance Guidelines

The Board of Directors of Southern Company sets high standards for the Company’s employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for stockholders and to oversee the management of the Company’s business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. The Governance Committee reviews these guidelines at least annually and recommends appropriate changes to the Board of Directors.

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By-Laws

The Audit Committee of the Board of Directors oversees the preparation of the Committee’s report required to be included in the appropriate Company disclosure documents and assists the Board in fulfilling its oversight responsibilities for the following:

  • The quality and integrity of the financial reporting process and the financial statements and reports of the Company.
  • The system of internal control.
  • The qualifications, independence and performance of the independent auditor.
  • The quality and performance of the Company’s Internal Auditing function.
  • The Company’s process for monitoring adherence with the Company’s Code of Ethics and compliance with legal and regulatory requirements.
  • Assistance to Executive Management and the Chief Executive Officer in setting an appropriate “Tone at the Top” that encourages the highest levels of ethical behavior and integrity in all matters.
  • The Company’s processes for monitoring enterprise risks.

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Code of Ethics

Our Code of Ethics guides behavior and makes Our Values come to life every day. These ethical guidelines apply to all of us, and remind us that how we do our jobs is just as important as what we do.

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Supplier and Labor Relations Business Practices

We work diligently to build a robust network of small and diverse suppliers that deliver customer value and strengthen our supply chain. The Southern Company system maintains ethical standards in all business practices, including relationships with suppliers and we hold our suppliers to these standards contractually when they are performing work for us.

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Policies for Political Spending

Southern Company believes it has a responsibility to its customers and its stockholders to participate in the political process and, where appropriate, to make expenditures in connection with elections for public office and in connection with non-candidate state and local ballot initiatives such as referendums and constitutional amendments. The results of elections and their impacts on public policy can have a profound effect on the Company and its stakeholders.

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Policies for Lobbying-Related Activities

Engagement in legislative and regulatory proceedings at the federal, state and local levels of government is crucial to the success of Southern Company. The Company and its subsidiaries devote substantial attention and resources to interaction with government officials as public policy is debated and laws and regulations are developed. Before Congress, state legislatures, local governments and federal and state regulatory agencies, the Company and its subsidiaries have built a reputation for being trusted sources of helpful information and effective advocates for the interests of their customers and shareholders.

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Compliance Principles

We are committed to conducting business with honesty, integrity and fairness. An essential part of this commitment is our requirement that we conduct our business in compliance with all applicable laws and regulations. Our trusted partners agree to our Compliance Principles that include:

  • Ethical and Legal Compliance Expectations
  • Equal Employment / Harassment
  • Workplace Threats and Violence
  • Electronic Communications
  • Safety and the Environment
  • Drugs and Alcohol
  • Conflict of Interest

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Inquiries regarding our Corporate Governance can be submitted using the Governance Inquiries form.

How we do our work is just as important as what we do. Our uncompromising Values and Ethics are key to our sustained success. They guide our behavior and ensure we put the needs of those we serve at the center of all we do.  Our Values guide us to make every decision, every day, in the right way.

At Southern Company, we understand the special obligation you have entrusted to us, to be engaged stewards actively focused on the long term for you, our owners.