GOVERNANCE

Strong corporate governance is essential to creating long-term value and safeguarding UGI’s commitments to all of its stakeholders.

Recognizing the importance of good corporate governance in executing its responsibilities, the Company’s Board of Directors has adopted the UGI Corporation Principles of Corporate Governance (Principles). The Principles provide a framework for the effective governance of the Board and UGI by outlining the responsibilities of the Board and the Board Committees. The Board regularly reviews the Principles and, as appropriate, updates them in response to changing regulatory requirements. The Principles require the Board to:

  • Approve Strategies and Objectives
  • Evaluate the Chief Executive Officer
  • Evaluate Senior Management
  • Review Succession Planning
  • Advise and Counsel Management
  • Monitor Policies on Corporate Governance and Conduct
  • Establish Composition, Structure and Operations of the Board

Our Board is representative of a diverse range of experiences, perspectives, skills and qualifications that align with UGI’s long-term strategy. The Board ensures that our Company has a clear purpose, strategic and operational direction, and effective management, taking into consideration economic circumstances along with regulatory and legal requirements.

Board Member Tenure

Our Board members have relevant experience in the following areas:

 

Finance and financial strategy

Risk management

Business development

Corporate governance

Human resources and management

Energy
Industry

IT infrastructure

Logistics and distribution

International business

Government regulation

Mergers and acquisitions

Executive Compensation

Strategic Planning

Operations

The Corporate Governance section of our website contains various policies, principles, charters, and information related to our Board of Directors, including the Principles, the Charters of Committees of the Board of Directors, and biographical information on our Directors. These documents serve as the framework for the strong corporate governance of our Company, with the goal of enhancing long-term value for our shareholders.

During Fiscal 2019, UGI had five standing committees, as follows: Executive, Audit, Compensation and Management Development, Corporate Governance, and SERC. Other than the Executive Committee, all committees are comprised of only independent directors. For detailed information on each board committee, please see the Committees and Charters page of our website at ugicorp.com/company/leadership-and-governance/committees-and-charters/default.aspx.

Board Role in Risk Management and ESG Efforts

The Corporate Governance Committee is responsible for overseeing the Company’s strategy regarding sustainability policies, disclosures, and practices, including corporate social responsibility. The SERC Committee is responsible for overseeing the Company’s safety, environmental and regulatory compliance policies, programs, procedures, initiatives and training.

ESG Governance

In April of 2020, the Corporate Governance Committee updated its charter to include responsibility for oversight of the Company’s strategy regarding sustainability policies, disclosures, and practices, including corporate responsibility. Going forward, the Corporate Governance Committee will receive regular reports from management pertaining to these ESG-related matters.

The SERC Committee of UGI’s Board of Directors is responsible for the following responsibilities, which are outlined in the Committee’s Charter:

  • review the adequacy of, and provides oversight with respect to, the Company’s safety, environmental and regulatory compliance policies, programs, procedures, initiatives and training
  • review operational risks associated with the Company’s businesses
  • review the Company’s policies and programs to promote cyber security and to mitigate cyber security risks
  • review reports regarding the Company’s code of ethical conduct for employees to the extent relating to safety, environmental and regulatory compliance matters
  • keep abreast of the regulatory environment within which the Company operates

Enterprise Risk Management

Our Enterprise Risk Management (ERM) program applies a well-defined enterprise-wide methodology aligned with each business unit’s objectives to allow our Risk Management Committee to identify, categorize, prioritize, and mitigate the principal risks to the Company. In addition to known risks, ERM identifies ESG-related focus areas and emerging risks to the Company through participation in industry groups, discussions with management and outside consultants. Our management team analyzes these risks to determine materiality, likelihood and impact, and develops mitigation strategies. Sustainability factors continue to be integrated into UGI’s ERM program and initiatives.

As part of the ERM process, the Company has developed certain mitigation plans that are monitored and reported to the Risk Management Committee. The ERM process informs the Risk Factors included in our public filings.

ESG Leadership Committee

In 2019, UGI’s Senior Management created two ESG Leadership Committees – Global LGP and Natural Gas. This was an important step to ensure that UGI is promoting and advocating a clear path to achieve ESG excellence across the organization. Oversight of the Committees is performed by the CEO, the Executive Vice Presidents of Global LPG and Natural Gas and UGI’s Investor Relations team. Each of the committees has representatives from operations, legal, safety, regulatory, and other subject matter experts. The committees are responsible for identifying and sharing of ESG-related best practices, promoting consistency and reliability of data across UGI’s businesses, considering ESG risks and opportunities, and enhancing ESG disclosure among other things.

On July 1, 2019, UGI Corporation rang the opening bell at the New York Stock Exchange to commemorate its 90th anniversary as a listed security. UGI is one of the longest tenured securities on the NYSE.

Anne Pol, who recently retired from the Board after serving as a director of UGI from 1993 – 1997 & 1999 – 2020, attended the ceremony at the NYSE. We thank Anne for her commitment and valuable guidance.

Code of Conduct

UGI’s Code expresses our commitment to integrity. It summarizes our expectations and standards for ethical behavior and helps us navigate an increasingly complex world. Our Code applies to all employees of UGI Corporation, its business units and functions, including consolidated subsidiaries. This includes members of our Board of Directors, officers, and part-time, seasonal, flex, and temporary employees. We also expect our third-party consultants, contractors, vendors, and service providers to live up to the expectations outlined in our Code.

The Code serves as a practical guide for complying with laws, avoiding conflicts of interest, maintaining a safe and inclusive workforce and for reporting ethical concerns. Various training opportunities are available to our employees throughout their career to ensure ongoing awareness and understanding of the Code and applicable Company policies and procedures. UGI also maintains an Integrity Helpline as a mechanism for reporting concerns, which may be made anonymously.

The Integrity Helpline is operated and administered by a third party, and may be accessed by phone or via a secure website 24/7; translation services are also available.

Additional information on UGI’s Code of Business Conduct and Ethics may be found at: https://www.UGICorp.com/CodeOfConduct

The UGI/AmeriGas Integrity Helpline

24 Hours A Day / 7 Days A Week

Share Your Concern Online:

ugiamerigasethicshelpline.tnwreports.com

Share Your Concern Via Phone:

In the United States, call toll-free: 866-384-4272

For all other countries, access dialing instructions here.

Human Rights

UGI recognizes our responsibility to respect human rights and avoid causing or contributing to human rights infringements through our business activities. We support principles aimed at protecting internationally recognized human rights. All employees are expected to be strong ethical community partners by fostering positive relationships wherever we do business.

Cybersecurity

As the frequency of cyberattacks continues to rise, effective management of cybersecurity is crucial to protect our operations, business-critical data, and technology. UGI has adopted preventative measures to combat attacks on our information systems. UGI conducts regular internal audits and risk strategy sessions to assess cybersecurity threats and respond accordingly. In addition, UGI has utilized a third party to support penetration testing of our networks.

UGI has developed cybersecurity training and awareness materials to ensure that employees, contractors and vendors are aware of cybersecurity risks. Everyone with a UGI network identification is required to complete an annual cybersecurity training to reduce risk exposure. Our IT department also deploys simulated phishing emails on a periodic basis to practice identifying and responding to email attacks.