Strong corporate governance is essential to creating long-term value and safeguarding UGI’s commitments to its stakeholders. Our Board of Directors (the “Board”) is responsible for overseeing overall Company performance, and Individual board members are kept informed about the business through discussions with the chief executive officer and other senior officers, Board and Committee meetings, and quarterly reporting. 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. In Fiscal 2020, UGI’s Board met 7 times. All directors attended at least 75 percent of the meetings of the Board of Directors and Committees of the Board of which they were members.
We believe that a diverse Board is critical to achieving our mission of being the preeminent energy distribution company in our targeted markets as well as to maintaining strong governance practices. We evaluate Board diversity by considering a broad range of attributes, including, without limitation, independence, knowledge, judgment, character, leadership skills, education, experience, financial literacy, standing in the community and the ability to foster a diversity of backgrounds and views and to complement the Board’s existing strengths.
Our Board is representative of a diverse range of experiences, perspectives, skills and qualifications that align with UGI’s long-term strategy. As of January 29, 2021 (our most recent annual meeting of shareholders), our Board was comprised of 10 members, nine of whom are independent as defined under the rules of the New York Stock Exchange.
Our Board members have relevant experience in the following areas:
Finance and financial strategy
Human resources and management
Logistics and distribution
Mergers and acquisitions
Key Statistics About Our Board’s Composition
Average Age of Directors
*Average tenure is calculated as of January 29, 2021. For directors who were appointed in 2020, their average tenure was calculated as a proration based on their month of appointment.
Marvin O. Schlanger recently retired from the UGI Corporation Board of Directors after 23 years of service. Throughout his tenure, Marv’s dedication and valuable guidance have had a profound influence and impact on our company’s direction and success. We would like to thank Marv for his many years of service and his contributions, vision, and dedication to UGI. We wish him all the best in his retirement.
Our Board is responsible for ESG issues and oversight as they overlap with issues considered by the Board or the respective Board Committees. However, ESG-specific oversight lies with our Corporate Governance and SERC Committees. The Corporate Governance Committee is responsible for overseeing the Company’s strategy regarding sustainability policies, disclosures, and practices, including corporate social responsibility and receives updates on ESG-related matters at least quarterly. The SERC Committee is responsible for reviewing and monitoring compliance of the Company’s environmental, health and safety performance, including reviewing key metrics and compliance with applicable regulations.
In Fiscal 2020, the Board considered sustainability topics relating to safety, environmental issues, human capital and cybersecurity, among others.
UGI actively engages with its shareholders across a variety of platforms and mediums to communicate our viewpoints and performance on topics that influence our business results, including the ways in which we plan to achieve our commitment to grow our EPS by 6-10% and increase our dividend by 4% per annum over the long-term. We believe our disclosure practices and communications are designed to provide our shareholders with Company information that is accurate, timely and meaningful.
- The following examples highlight some of the many ways we engaged investors during Fiscal 2020:
- Members of our executive management team attended 6 investor conferences and 12 non-deal roadshows.
- Executive management participated in over 40 individual investor meetings.
- UGI hosted its Bi-Annual Investor Day (“The Foundation of a Renewable Energy Future”), which highlighted the Company’s focus on being a differentiated renewable energy solutions provider, our Global LPG and Natural Gas strategies, and an overview of our financial performance.
- UGI completed two investor perception studies through a third party that included in-depth interviews with nearly 50 investors and analysts. The results of the study will influence how we manage shareholder relations in 2021. Beginning in Fiscal 2021, UGI will be hosting semiannual Investor Days, slated for June 2021 and December of 2021.
In addition to the foregoing, UGI provides various other forums that encourage shareholder dialogue. We host quarterly earnings webcasts and conference calls that enable our executive management team to highlight key quarterly performance drivers, provide forward-looking information relating to our business and allow shareholder questions and comments. Shareholders are also able to contact our Investor Relations team by phone or email and may communicate directly with our Board by contacting our Corporate Secretary or Board Chair.
Finally, UGI recognizes the importance of sustainability topics to our stakeholders and, accordingly, has increased our focus on ESG-related topics over the last several years. In 2019, UGI began publishing annual ESG reports that provide investors and other stakeholders with information relating to our ESG performance. We recognize that ESG matters can significantly affect a company’s long-term financial value, and we believe transparent communication regarding our performance in these areas is vital. Accordingly, during Fiscal 2020, UGI engaged several of our largest active and passive shareholders, representing approximately 20% of our outstanding common stock, to request feedback on our ESG reporting. We used this feedback to enhance our overall disclosure in this report, particularly around issues relating to diversity and inclusion, Board composition, and climate-related risks and opportunities. In Fiscal 2021, UGI will provide disclosure pursuant to the CDP questionnaire, which includes additional information relating to climate change impacts to our business and strategy.
The UGI Family of Companies supports public policy that furthers our ability to provide reliable, affordable and sustainable energy to our customers and that allows us to operate responsibly, efficiently, safely and economically. UGI also believes in operating transparently, including in its public policy engagement and lobbying activities, and commits to conducting our operating activities in accordance with applicable laws and regulations.
UGI engages in lobbying activities and participates in trade associations that educate and address issues that impact our Company. Additionally, through our political action committees (“PAC”) – the UGI Corporation PAC and the UGI Utilities, Inc. and UGI Energy Services, LLC PAC – the Company makes political contributions. Membership in both PACs is open to all employees.
All PAC and lobbying expenditures are reported in compliance with federal and state laws and regulations. Pennsylvania lobbying reports are publicly available and can be accessed at any time through the Pennsylvania State Department website. Likewise, all activity related to UGI’s federal PAC (the UGI Corporation PAC) and, our state PAC (the UGI Utilities, Inc. & UGI Energy Services, LLC PAC), are available to the public through the Federal Election Commission and the Pennsylvania State Department Campaign website, respectively.
Enterprise Risk Management and ESG
UGI’s Enterprise Risk Management (ERM) program pursues risk management objectives that are guided by a framework comprised of three main components: Governance, Tactical and Strategic.
Each of these framework components has specific goals that have guided focus areas and led to the creation of risk policies, oversight, assessments, monitoring and reporting as well as risk analytics and benchmarking. This framework has allowed UGI to create a clear line of sight for our oversight committees at the business unit, corporate, and Board levels. A consistent cadence of risk committee meetings, typically quarterly at the business unit and corporate levels, helps to highlight risk mitigation strategies and prioritize risk topics that may need to be addressed in a timely manner.
By consistently applying a well-defined enterprise-wide methodology, our ERM program actively engages with the business units and facilitates discussions to accomplish specific risk assessments and mitigation goals that are aligned with each business unit’s strategic objectives. In addition to known risks in the strategic, operational, technological and regulatory categories, the ERM group 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 then develops mitigation strategies accordingly. 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 various risk management committees. The ERM process informs the risk factors included in our public filings.
The flow chart below describes the various oversight levels identifying and monitoring ESG risks throughout the organization. The cadence of risk management committee meetings provides a good forum for ESG risk discussions and prioritization of action plans.
UGI distributes energy products and solutions, primarily fossil fuels. As such, the move to a lower carbon economy presents both opportunities and risks to the Company. Employing our existing risk assessment methodology and framework, the Enterprise Risk Management group has identified a number of potential enterprise level risks that are influenced by climate change.
We bucket our enterprise level climate risk into the following three areas:
- Supply Chain Risk – disruption to supply chain infrastructure due to increased severity of extreme weather events can hamper our ability to deliver energy products to our customers in a timely manner as well as impact our procurement of energy supply.
- Physical Asset Safety & Security Risk – extreme weather events such as hurricanes and flooding can impact our physical assets such as LPG terminals, LNG facilities and gas pipeline infrastructure, which could negatively affect our reliability.
- Weather Risk – uncertainty and extreme variability in weather patterns and rising temperatures induced by climate change affects demand volumes for our energy products, particularly in the winter months.
We have identified key risk drivers, controls, gaps and action plans for each of the three climate change risk areas mentioned above. The proposed action plans and business initiatives have also been discussed with the business units and communicated to the risk oversight committees.
In Fiscal 2021, UGI’s ERM program is extending the risk management framework to specifically address climate risk, particularly in identifying key drivers and action plans to address short- and long-term impacts to the Company. UGI will prioritize the climate-related risks and establish pathways to design and align mitigation actions for each risk. In any de-carbonization effort, transition risks are likely to gain prominence as UGI moves to address opportunities and risks resulting from climate change. A transition risk framework approach will need to be considered to formally implement the de-carbonization strategies and to better understand both the benefits and impacts of climate change. We think this formal approach will position UGI to identify and address emerging risks and position the Company to capture any emerging opportunities. The types of climate-related risks within the transition risk framework will generally fall into such categories as Market & Technology risks, Policy & Legal risks and Reputation risk. The identified risks within our current ERM assessment that reflect potential transition risks with climate change as a potential driver are:
- Market Decline – the risk of a secular decline in the size of our addressable market due to newer and cleaner emitting energy technologies that may be available to our customers as well as their increased preference to align in support of climate related initiatives in their respective regions.
- Regulatory and Legislative Environment – risk of changes to our energy delivery processes and energy supply mix to comply with emerging climate-related regulations and rules in the geographic regions and countries in which we operate that may potentially impact compliance and operating costs.
- Competition – risk of increasing competition in our business landscape where our competitors may have adopted promotion of cleaner and economical energy technologies and capture a portion of our market share.
A formal assessment of the materiality of climate-related risks, identification of a range of relevant scenarios, evaluation of business impacts, and identification of potential responses will constitute our focus within the development of the transition risk framework.
We have identified important demand and safety concerns that could impact our business in the event of ongoing climate change:
- decreased demand for our products and services driven by 10% to 20% warmer winters relative to a baseline scenario of normal winters; and
- safety concerns and additional costs to create a safer working environment related to 10% to 20% increases in summer extreme heat days (95 Deg F or higher) on our productive working hours.
Specifically, climate-related risks include an increased focus on emissions, compliance with applicable and proposed environmental legislation (such as the Regional Greenhouse Gas Initiative), regulations, asset integrity, and changing consumer preferences. These risks are considered as part of UGI’s overall business strategy and financial planning.
Board Role in Risk Management and ESG Efforts
UGI’s Board oversees ESG-related risks, including the effectiveness of the Company’s ESG-related risk management and the manner in which management allocates appropriate resources to ESG matters that are material to UGI. To promote management accountability in these areas, the Board recently initiated compensation-related goals that align with critical ESG initiatives, including safety and diversity and inclusion.
UGI’s Board Committees also play a key role in evaluating ESG strategy, risk, and progress. The Corporate Governance Committee is responsible for overseeing the Company’s strategy regarding sustainability policies, disclosures, and practices, including social responsibility. The SERC Committee is responsible for overseeing the Company’s safety, environmental and regulatory compliance policies, programs, procedures, initiatives, and training.
In addition, the Audit Committee of UGI Corporation’s Board of Directors (the “Audit Committee”) oversees the activities and processes within the ERM program. Accordingly, the ERM group periodically updates the Audit Committee on risk assessments and risk profiles of the business units, metrics on key risks, ERM benchmarking information, as well as maturity and progress of the ERM program. The Audit Committee also provides guidance on prioritizing specific items with the ERM maturity model, within which the ESG/ERM integration forms an important priority for UGI.
In January 2021, UGI created an ESG team with a dedicated officer-level position to lead its ESG initiatives. The newly-formed ESG team led by Brendan M. Heck will help drive sustainability efforts across the Company and enhance the quality of disclosure and reporting.
Code of Conduct
UGI’s Code of Business Conduct and Ethics expresses our commitment to integrity. It summarizes our expectations and standards for ethical behavior and helps us navigate an increasingly complex world. Our Code of Conduct applies to all employees of UGI Corporation and its subsidiaries, as well as our Board of Directors and Company officers. We also expect our third-party consultants, contractors, vendors, and service providers to live up to the expectations outlined in our Code of Conduct.
UGI also maintains an Integrity Helpline as a vehicle for reporting, which may be anonymous, of known or suspected compliance and/or ethics violations. The hotline, which can be accessed by phone or via a secure website, is operated and administered by a third party and available 24 hours a day, seven days a week.
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, and we expect our employees to be strong ethical community partners by fostering positive relationships wherever we do business.
Our Human Rights Policy outlines UGI’s commitment to respect human rights and includes expectations related to workplace discrimination, diversity and inclusion, workplace conditions and freedom of association. Our commitment applies to all employees and others working on UGI’s behalf. UGI strives to respect human rights through our supply chain by partnering with suppliers that share our corporate values in the areas of human rights and labor, respectful treatment and equal opportunity, anticorruption, and environmental sustainability.
Supplier Code of Conduct
Recognizing our responsibility for greater accountability of our suppliers, UGI developed its Supplier Code of Business Conduct and Ethics (the “Supplier Code”) in Fiscal 2020. The Supplier Code outlines our expectations and requirements for all suppliers of UGI and/or UGI affiliates.
UGI’s cybersecurity programs have been developed to protect and preserve the confidentiality, integrity and availability of all information owned by, or in the care of, the Company. The cybersecurity teams work diligently to safeguard company and customer data by applying layered and defensive mechanisms to proactively provide the security needed to detect and defend against attacks and to withstand potential impacts.
As cybersecurity risks continue to evolve, it is imperative that UGI frequently assesses our capabilities and embraces a mindset to continuously improve our security programs. Cybersecurity assessments are conducted against industry cybersecurity frameworks to assist with prioritizing actions and investments to enhance our cybersecurity capabilities. UGI partners with other companies, industries, and law enforcement to communicate information about the latest cyber threats and to leverage threat modeling insights.
UGI maintains a robust response and recovery program to ensure our Company’s cyber incident response plan provides controls and procedures for timely and accurate reporting of any material cybersecurity incident. Cybersecurity training is monitored and tracked for all employees on an annual basis. In addition, special training is offered monthly to educate users on social engineering techniques.
UGI continues to remain focused on increasing cybersecurity awareness through key risk indicators, targeted awareness exercises, and the implementation of additional technologies to enhance our cybersecurity capabilities.