Governance

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 2021, UGI’s Board met 9 times. All directors attended at least 75% 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, but not limited to, independence, knowledge, judgment, character, leadership skills, education, experience, financial literacy, community standing, and the ability to foster diverse backgrounds and views.

As part of UGI’s commitment to Board diversity, in Fiscal 2021, UGI updated its Corporate Governance Committee charter to include promotion of board diversity and inclusion through the identification and recommendation of diverse director candidates.

Key Statistics About Our Board’s Composition

ESG Governance

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 has adopted compensation-related goals that align with critical ESG initiatives, including safety, diversity and inclusion. Additionally in Fiscal 2021, the Board considered sustainability topics related to safety, environmental issues, human capital and cybersecurity, among others.

UGI’s Board Committees also play a key role in evaluating ESG strategy, risk, and progress:

• The Corporate Governance Committee oversees the corporate governance aspects of the Company’s ESG program and reviews the Company’s annual ESG report as it relates to governance disclosures.
• The SERC Committee oversees the Company’s safety, environmental and regulatory compliance policies, programs, procedures, initiatives, and training. In Fiscal 2021, the SERC Committee updated its charter to include responsibility and oversight of climate change and sustainability.
• The Compensation and Management Development Committee oversees the Company’s policies and practices relating to the social responsibility aspects of its ESG program, including review of the Company’s annual ESG report as it relates to social responsibility disclosures.

Retirement of CEO John Walsh

John Walsh retired on June 25, 2021 after serving as Chief Executive Officer of UGI since 2013 and as President and a Director since 2005. During John’s time as President and CEO, the Company experienced significant growth and value creation for UGI shareholders and executed on key strategic investments, including the Totalgaz France acquisition, the AmeriGas merger, the Columbia Midstream acquisition, and the Mountaineer acquisition. In addition to his impressive track record of financial and operational success, John made significant progress on the Company’s critical ESG initiatives, including investment in renewable and sustainable energy solutions, commitment to greenhouse gas emission reduction targets and promotion of diversity and inclusion through the Company’s BIDE initiative. John continues to serve as a member of UGI’s Board of Directors. We would like to thank John for all his years of service and wish him a long, happy and healthy retirement.

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 third parties.

Shareholder and Stakeholder Engagement

Investor Outreach

UGI seeks regular engagement with investors to communicate our strategy and solicit feedback from the investment community. In Fiscal 2021, our independent Board Chair participated in a number of investor meetings. Additionally, management periodically engages a third-party consultant to obtain independent feedback from our investors. In Fiscal 2021, management participated in a number of investor conferences, roadshows, and meetings, both virtual and in-person. These meetings were attended by various members of the Company’s senior management, including our Chief Executive Officer, Chief Financial Officer, Executive Vice Presidents, and/or senior members of our business unit management teams. Management periodically discusses feedback, including key themes and other insights gained from the investor outreach meetings, at the Company’s Board and Committee meetings, as appropriate. The Board of Directors, as well as the management team, values the perspectives of our investors as it helps us to understand and evaluate the effectiveness of our investor communications. Additionally, the Compensation and Management Development Committee takes into consideration the results of the annual advisory vote on the Company’s executive compensation program. At the 2021 Annual Meeting, nearly 95% of the Company’s voting shareholders showed their strong support by voting to approve the compensation of the Company’s named executive officers.

Stakeholder Engagement

UGI actively engages with its stakeholders across a variety of mediums to understand their needs, priorities, and expectations so that we can provide relevant and meaningful information on those topics. These engagements help strengthen our relationships with our stakeholders as we remain committed to delivering affordable, reliable, and sustainable energy solutions to our customers. UGI’s stakeholders include employees, customers, communities, government (federal, state, and local), industry associations, and shareholders. As outlined below, our engagement approach varies based on stakeholder group.

Employees:

In Fiscal 2021, the Company launched its first global employee engagement survey. The survey was completed by more than 7,000 employees across our organization. While the survey offered employees an anonymous forum to provide candid and thoughtful feedback about the Company and engage with management, it also informed the Company of potential opportunities for change.

Customers:

UGI prides itself on being a customer-focused company. We continue to invest in technology that ensures our customers have safe, reliable, modern, and affordable energy solutions delivered to them every day. Our businesses remain focused on using numerous tools, such as feedback surveys, market research, and J.D. Power surveys, among others, to ensure we continue to meet the evolving needs of our customers and remain in position to promote a stress-free customer engagement.

Communities:

UGI has a long history of strengthening the communities we serve, both by providing financial assistance and supporting employee volunteer efforts. Our employees actively participate in their communities by serving on non-profit boards, acting as mentors and coaches and volunteering as firefighters, among other activities. In addition, UGI offers paid volunteer leave for full-time eligible employees.

Government:

UGI 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, the Company makes political contributions through our political action committees (“PAC”) which include the UGI Corporation PAC, and the UGI Utilities, Inc. and UGI Energy Services, LLC PAC. 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. and UGI Energy Services, LLC PAC), is available to the public through the Federal Election Commission and the Pennsylvania State Department Campaign websites, respectively.

Industry Associations:

UGI actively participates in the following trade associations that educate and address issues that impact our company:

• American Biogas Council
• American Gas Association
• Energy Association of PA – Gas & Electric
• Edison Electric Institute
• Gas & Oil Association of West Virginia
• Interstate Natural Gas Association of America
• Marcellus Shale Coalition
• National Propane Gas Association
• North American Energy Standards Board
• PA Chamber of Business & Industry
• RNG Coalition
• Southern Gas Association
• The World LPG Association
• Utilities, Telecommunications & Energy Coalition of West Virginia
• West Virginia Chamber of Commerce

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.

Climate-Related Risk

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 ERM group has identified a number of potential enterprise level risks that are influenced by climate change.

We classify 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 affect 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, the UGI ERM team coordinated an effort to complete a company-wide survey for ESG-specific risks. The goal was to identify and prioritize the most relevant ESG risks for UGI, including climate-related risks. For the identified ESG risks, the ERM team, in collaboration with the ESG group and individual business units, plans to align existing controls and develop necessary action plans to address the short-and long-term impacts of these risks. This development of action plans will include the identification of key sources of ESG risk drivers by leveraging UGI’s existing ERM framework.

In any decarbonization 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 decarbonization 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 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 Degrees Fahrenheit or higher) on our productive working hour.

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

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.

Cybersecurity

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 cyber attacks and to withstand potential impacts.

As cybersecurity risks continue to evolve, it is imperative that UGI frequently assess our capabilities and embrace 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.