Corporate Governance at Warner Bros. Discovery
The Warner Bros. Discovery Board represents and acts on behalf of the Company’s stockholders and is committed to sound corporate governance, as reflected through its policies and practices.
The Board believes that strong corporate governance is essential to effective fulfillment of its oversight responsibilities and fiduciary duties. The Board has adopted Corporate Governance Guidelines, which provide a framework for effective governance of the Company. You can find a copy of our Corporate Governance Guidelines, along with the charters of the three standing Board committees, and our Amended and Restated Bylaws here.
Some highlights of Warner Bros. Discovery’s corporate governance include:
Corporate Governance Highlights
Director and Committee Independence
- 12 of 13 directors are independent
- 3 fully independent Board committees: Audit, Compensation, Nominating and Corporate Governance
- Independent directors meet at least twice a year in executive session
Board Accountability and Leadership
- Annual election of directors (beginning at 2025 Annual Meeting of Stockholders)
- Independent Board Chair
Board Refreshment and Diversity
- Board and Committee self-assessments
- Balance of new and experienced directors, with tenure of independent directors averaging 4.58 years (as of May 8, 2023)
- Added 8 new independent directors in 2022
- 3 of 13 directors are women
- 5 of 13 directors are ethnically diverse
- Average age of independent directors is 65 years (as of May 8, 2023)
- Single class of common stock with one vote per share
- No preferred shares outstanding
- No stockholder rights plan or “poison pill”
- Annual stockholder ratification of auditors and annual “Say on Pay” advisory vote
- All directors attended at least 82% of Board and Committee meetings in 2022
- Stockholder outreach led by Board Chair and other Committee Chairs, as appropriate
- Stockholder ability to contact directors
- Significant interaction with senior business leaders through regular business reviews and Board presentations
- Directors have access to senior management and other employees
- Directors have the ability to hire outside experts and consultants as they deem necessary
Clawback and Anti-Hedging Policies
- Clawback policy permits the Company to recoup incentive compensation upon a material financial restatement resulting from fraud or intentional misconduct
- Insider Trading Policy prohibits all directors, officers and employees from:
- trading in any public puts, calls, covered calls or other derivative products involving Company securities;
- engaging in short sales of Company securities; and
- hedging without prior consent of our General Counsel.
- Robust stock ownership guidelines for directors and executive officers
- CEO required to hold shares equivalent to 6x salary
- Other named executive officers are required to hold shares equivalent to 2x salary
- Directors required to hold shares equivalent to 5x the cash portion of their annual retainer within five years of first joining the Board
ESG Governance Structure
The Warner Bros. Discovery Board provides oversight of Environmental, Social and Governance (ESG) activities through the Nominating and Corporate Governance Committee and Audit Committee.
The Nominating and Corporate Governance Committee is responsible for overseeing and monitoring the Company’s strategy, policies, commitments, and initiatives with respect to ESG matters. The Audit Committee reviews the Company’s key public ESG disclosures and the adequacy and effectiveness of applicable internal reporting and controls related to such disclosures and oversees key finance-related initiatives related to ESG. To ensure that ESG is appropriately managed throughout the organization, we have designed the following governance structure:
Board of Directors
ESG oversight is provided by the Nominating and Corporate Governance Committee and Audit Committee
The CEO provides executive direction on ESG strategy
Corporate Leadership Team
Our Corporate Leadership Team, which includes our General Counsel, Chief People and Culture Officer and Chief Diversity Equity and Inclusion Officer, oversees the development, implementation and execution of our ESG strategy
Supports WBD’s ESG strategy and is directly accountable for WBD’s environmental strategy
ESG Steering Committee
Senior leaders from operating divisions and corporate functions who meet to drive decision making, accountability, and ownership of specific ESG initiatives.
Board Composition and Diversity
The Warner Bros. Discovery Board of Directors is composed of 13 directors. Twelve of our 13 directors are independent, including our Board Chair, Samuel A. Di Piazza, Jr. All members of our Audit, Compensation and Nominating and Corporate Governance Committees are independent.
Our Board believes that it is essential that Board members represent diverse backgrounds and viewpoints and includes directors who bring a mix of fresh perspectives and deeper experience. Three of our 13 directors, or 23%, are female, and five of our 13 directors, or 38%, are racially or ethnically diverse. In April 2022, upon the closing of the Warner Media acquisition, we significantly refreshed the Board with the addition of seven new independent directors. The average tenure of the independent directors on the WBD Board is 4.58 years.
Additional details on our Board composition are as follows. Age and tenure information is as of May 8, 2023, the date of our 2023 Annual Meeting.
Tenure of Independent Directors
Age of Independent Directors
You can find our NASDAQ board diversity matrix here.
Political Spending and Engagement in Public Policy Matters
At Warner Bros. Discovery, we recognize that many federal, state and local public policy decisions may affect our business, and we believe that constructively engaging around these issues is in the best interest of the Company and our stockholders. We may participate in public policy advocacy to support the Company’s positions, and, as permitted by law and deemed appropriate by management, may contribute to candidates for public office and related organizations. Additionally, it is currently Warner Bros. Discovery’s position not to engage in direct independent expenditures.
Our U.S. political activity is conducted in compliance with applicable laws and reporting requirements, as well as our Company’s policies and principles. Political activity and contributions are carried out in the interests of the Company and are conducted without regard to the private political preferences of our Board or executive team.
Each year, the Nominating and Corporate Governance Committee of our Board of Directors reviews our policies and processes around political spending and public policy.
We do not contribute corporate funds to candidates for federal offices. Any monetary or other contributions by a Warner Bros. Discovery officer, director, or employee to such candidates or organizations must be made solely in the donor’s personal capacity. Under no circumstances will such contributions be reimbursed by Warner Bros. Discovery, any of its subsidiaries or affiliates, or any other individual.
As permitted by applicable law, we may contribute corporate funds to state and local political parties, candidates for state and local offices, and organizations that promote or oppose such candidates or state and local ballot initiatives. No state or local contributions may be made by the Company without prior written approval of the Executive Vice President of Public Policy and Corporate/Government Affairs. In addition, no single contribution above $1,000 may be made without prior written approval from the General Counsel.
All corporate contributions are made based on corporate objectives and public policy priorities and not on the basis of the partisan affiliation of the candidate or organization. Information on our political contribution activity for the period from May 1, 2022 through December 31, 2022 is available here.
Political Action Committee
In accordance with regulations of the U.S. Federal Election Commission (“FEC”), we maintain the Discovery Communications, LLC PAC (the “WBD PAC”), a federal political action committee which accepts voluntary contributions from employees and, in turn, makes contributions to candidates for federal office. Contributions from the WBD PAC to candidates are generally split between candidates for the two major parties over the course of an election cycle but are otherwise allocated based on our Company’s objectives and policy priorities and not on the basis of the partisan affiliation of the candidate or organization.
Details on contributions made by the WBD PAC can be found on the FEC website (www.fec.gov).
Warner Bros. Discovery belongs to a number of U.S. trade associations for various business-related reasons, such as networking with peer firms and helping develop industry best practices. While we pay membership dues, we do not control how such dues are spent, and we may not agree with the position or decision an organization takes on a given matter.
The Company employs, and occasionally contracts for, lobbying services to address issues of interest to the Company. These activities are conducted in compliance with all legal requirements. We report our lobbying activity related to the federal government of the United States, as required by law, to the Secretary of the Senate and to the Office of the Clerk of the House of Representatives. These reports are available on the websites of those entities. We also disclose state-based lobbying activities to the relevant agencies.
The Company operates under several other policies, which may be related to or applied to political activity in certain circumstances. These include our Code of Ethics, Anti-Bribery Anti-Corruption Policy, Travel and Business Expense Policy, Gifts and Entertainment Policy, among others. These
Ethics and Compliance
Warner Bros. Discovery incorporates ethics, integrity, and compliance into every aspect of its business and we are committed to the highest ethical standards.
Acting ethically and responsibly is a core value at Warner Bros. Discovery, and we are committed to fostering an ethical and compliant culture throughout our Company. Our commitment to the highest ethical standards has earned the trust of consumers, stockholders, suppliers, and business partners. This commitment begins with leadership – leaders across Warner Bros. Discovery drive a culture of empowerment, respect, and teamwork. These principles are the basis of how we function as a global workforce and help us avoid even the appearance of anything improper in our business activities. We conduct the Company’s business with integrity, including in a manner that respects the dignity of all and is compliant with all applicable laws that promote and protect human rights and the environment.
Our commitment to the highest ethical standards is clearly articulated in our Code of Ethics and is the basis for our comprehensive Ethics & Compliance Program.
At Warner Bros. Discovery, integrity matters. Our Code of Ethics is based on core values of ethical conduct, tolerance, empowerment, respect and teamwork, and reflects our commitment to acting with integrity. Our Code of Ethics, which is available in 15 different languages, including English, to serve our global employee population, establishes the expectation that every employee will conduct the Company’s business according to our core values and applicable law. This expectation is reinforced through ethics and compliance policies, processes, training, and communications, which comprise our comprehensive Ethics & Compliance Program.
Our Ethics & Compliance Program is designed to foster and promote the Company’s culture of ethical conduct. The Program is built with flexibility to remain relevant for our evolving global business environment and employee population, and is anchored by sound compliance processes. The Ethics & Compliance Program is led by our SVP, Head of Global Ethics & Compliance – reporting directly to Warner Bros. Discovery’s EVP & General Counsel – and is supported by a team of compliance officers and professionals. The Company’s Ethics & Compliance team is comprised of experienced subject matter experts, some of whom are also members in leading ethics and compliance professional organizations, such as the Society of Corporate Compliance & Ethics (SCCE), the Ethics & Compliance Initiative (ECI), and TRACE International. These affiliations allow the Ethics & Compliance team to keep abreast of best practices and industry and regulatory developments, and to interact with professional peers worldwide.
Our Ethics & Compliance Program promotes our standards of ethical behavior.
We expect our employees to make ethical business decisions with candor and transparency. Our Ethics & Compliance Program ensures that how we do business is aligned with our guiding principles, Code of Ethics, and applicable laws and regulations in the countries where we operate. The Program has three pillars, which collectively promote the Company’s high ethical standards:
- Education and Awareness – We use risk-based, targeted training and awareness tools to educate our employees, raise their level of awareness and sensitivity to key risks, and provide best practices to guide their decision-making and behavior.
- Prevention and Detection – We drive a culture of integrity at all levels of the business to prevent ethics, compliance, and regulatory problems and we encourage employees to speak up at the earliest possible stage if they have concerns or become aware of issues that may violate our Code of Ethics or applicable law.
- Response and Remediation – We respond quickly and thoroughly to investigate and, where necessary, remediate identified issues and use metrics and other data to continually improve the effectiveness of the Ethics & Compliance Program and mitigate risk.
Our Ethics & Compliance Program mitigates the ethics and compliance risks associated with our global business.
We are a global company and have employees, operations and business partners all over the world. To maintain and grow our global standing, we and those with whom we do business must strictly comply with all applicable laws and the highest ethical standards.
A key part of our Ethics & Compliance Program is our third-party risk management procedures, which establish the expectation of ethical business practices by our business partners. These risk-based procedures include screening and due diligence, contractual reps and warranties, training, acknowledgement of our Business Partner Statement of Ethics, and other detailed internal processes and approvals, which are required before certain business activities can be undertaken by the Company. With respect to transactions involving consumer products, for example, Warner Bros. Discovery conducts sanctions and corruption screening and due diligence on its business partners, and may require business partners to complete targeted fair work and safe environment questionnaires and submit social compliance audits concerning labor, health, safety, and environmental practices.
These third-party risk management procedures ensure that we do business only with ethical companies whose values and business practices are aligned with Warner Bros. Discovery’s values and high ethical standards.
We foster an open environment where employees and external stakeholders feel empowered to speak up and raise concerns.
Our employees are the Company’s first and best line of defense in early detection of potential ethics and compliance issues. Employees are encouraged to raise ethical concerns, and they can feel comfortable and confident that they may do so anonymously, where permitted by law, and without fear of retaliation.
We offer our employees and external stakeholders different channels for reporting concerns, including our ethics hotline, which is publicly available worldwide by phone and website.
Warner Bros. Discovery reviews every ethics and compliance concern raised and, where appropriate, takes necessary investigative and corrective actions.