Corporate Governance
Proper Alignment of Incentives Benefits Stakeholders
At WOW!, we take pride in our strong management team, independent board of directors, comprehensive corporate governance guidelines, detailed risk management controls, and rigorous compliance and reporting systems. With these governance structures in place, we continue to deliver on our mission and vision to employees, customers and stakeholders.
Policies and procedures
As an organization, we are committed to developing effective, transparent and accountable corporate governance practices. These practices are reflected in the Company’s fundamental formation and governance policies and agreements adopted by the board of directors, and by which management is guided. Our Corporate Governance Guidelines provide a critical decision-making framework for governing our company. We have strict policies in place governing securities trading and the disclosure of confidential information. They are applicable to directors, officers and all employees. We also have a Code of Ethics for Senior Financial Officers and a Code of Business Conduct and Ethics to provide a framework for ethical decision-makingin our organization.
Our officers are responsible for full and fair disclosures and are required to promptly bring to attention any deficiencies or weakness in internal controls. Senior employees indicate compliance annually by signing a certification. We analyze personnel actions rigorously to ensure compliance with all policies.
CEO Teresa Elder with employees recognized for living WOW!’s values as Spirit of WOW! award winners. Standing, left to right: Teresa Elder, Mary Harrison, Katina Hayward. Seated, left to right: Ronald Jones, James Fambrough, Willie Wright.
Board of Directors
We take pride in the strength and independence of our board. Our board also supports diversity based upon gender, race and ethnicity when pursuing qualified management and board candidates. Eighty-nine percent of WOW!’s ethnically-diverse directors are independent, including our non-executive chairman, and 22% are female. Each director attended more than 75% of 2021 board meetings, and more than 75% of meetings of all committees on which they serve.
Corporate Governance Guidelines
Our board’s responsibilities are defined by our Corporate Governance Guidelines. This document highlights board operations, responsibilities and independence, and discusses the framework for director qualifications and board composition. Our board works to create an equitable and transparent work environment through three key committees, all of which are chaired by independent directors.
Information regarding WOW!’s board members and the committees upon which they serve can be found in WOW!’s SEC filings. Biographies for our board of directors can be found here.
Corporate Governance Committees
Audit Committee
Responsibilities include: oversight responsibilities related to our independent registered accounting firm; reviewing and monitoring our accounting principles; risk management policies and procedures; establishing procedures for the confidential anonymous submission of concerns regarding accounting, internal controls or auditing matters; and reviewing and approving related-person transactions.
Compensation Committee
Responsibilities include: reviewing key employee compensation goals, policies, plans and programs; reviewing and approving compensation of directors, the CEO and other executive officers; reviewing and approving employment agreements; and administering our stock plan and other incentive compensation plans.
Nominating and Corporate Governance Committee
Responsibilities include: screening and identifying individuals qualified to be directors; overseeing the organization of the board to discharge duties properly and efficiently; identifying best practices and recommending corporate governance principles; overseeing evaluations of the board, its members, and its committees; and developing and recommending to our board corporate governance guidelines and principles.
Management team
Our management team incorporates the company’s strategic vision, mission, cultural values and shared purpose into day-to-day operations, recognizing WOW!’s obligation to equity investors, debt investors and other key stakeholders. Biographies for our management team can be found here.
Formal policies
The Code of Ethics for Senior Financial Officers, to which all senior financial employees must annually attest, requires the highest standards of honesty and ethical business, as it pertains to accurate and timely disclosures, material weaknesses in reporting, securities law compliance and other items.
Our Code of Business Conduct and Ethics, to which all employees must annually attest, provides a framework for ethical decision-making and demands that employees show integrity in all interactions, create value when possible, respect people and keep a positive culture, and deliver responsible, results-oriented performance.
In addition to the foregoing, we have several policies and guidelines in place to assure best practices and fair dealing for and among our employees, customers and stakeholders.
We believe having a happy, engaged and conscientious workforce benefits both the company and stakeholders.
Whistleblower hotline
In accordance with our Policy and Procedures for Complaints Regarding Accounting, Internal Accounting Controls or Auditing Matters, we provide a whistleblower hotline for employees who wish to submit complaints confidentially and anonymously, instead of submitting them directly to company contacts. We hired an independent third-party company to administer the hotline, which is available seven days a week, 365 days per year for employees to report concerns.
Listen to and Align with Stakeholders
Alignment with stakeholders is critical to management’s mission. We believe having a happy, engaged and conscientious workforce benefits both the company and stakeholders. We maintain an active dialogue with all stakeholders. We track employee engagement and satisfaction through employee net promoter score (eNPS) surveys conducted quarterly by a third-party that maintains anonymity. Despite the challenges of COVID-19, our eNPS score has continued to increase year over year. Our investor relations team has a robust and pro-active program in place to solicit input from equity and debt investors. And our active community outreach programs ensure that we are productive members in the areas where we serve.