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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Corporate Compliance Hotline: 800-249-5360

Washington Gas Light Company, a WGL Holdings, Inc. subsidiary, is a natural gas utility that serves more than one million customers in Washington, D.C. and surrounding regions in Maryland and Virginia.

Governance is paramount to our objective of delivering natural gas safely, reliably and cost-effectively. We are proud to note that many of the corporate governance standards currently mandated by legislation, regulation and by the New York Stock Exchange have been long-standing practices of the company and our Board of Directors.

Listed below are noteworthy aspects of our corporate governance practices:

  • The Board has only one inside director. All of the other directors, including all members of the Audit Committee, are independent.
  • The entire Board of Directors is elected annually.
  • Washington Gas does not make loans to officers and directors.
  • Independent members of the Board and its committees meet routinely in executive sessions without company management present. This practice facilitates objective discussions between the independent directors regarding important issues facing the company.
  • The Board's Audit Committee has sole decision-making authority with regard to the appointment, compensation and oversight of the company's independent auditor. In addition, the Internal Auditor reports to the Chairman of the Audit Committee.
  • Stock options have not been issued since 2006, and the average number of equity grants in each of the past three years was less than one percent of the basic shares outstanding.

Concerns or complaints regarding financial, accounting, auditing and related matters can be submitted confidentially or anonymously through our Corporate Compliance Hotline at 800-249-5360. This hotline also provides a method for communication with directors who are not company employees.

 

Corporate Governance Documents

• Corporate Governance Guidelines (PDF)
• Corporate Code Of Conduct (PDF)
• WGL Holdings Corporate Bylaws (PDF) - effective April 1, 2013
• Washington Gas Bylaws (PDF) - effective March 3, 2015

The corporate governance documents referenced may be revised by the Company, when appropriate. Please note, the linked documents are not official copies of Company records and should not be relied upon as complete and accurate copies as they may not reflect current revisions.

 

Board of Directors

Michael D. Barnes (Lead Director)
Stephen C. Beasley
George P. Clancy, Jr.
James W. Dyke, Jr.
Nancy C. Floyd
Linda Gooden
James F. Lafond
Debra L. Lee
Terry D. McCallister
Dale S. Rosenthal

 

Board Committees

(Updated November 2015)

Executive Committee

Terry D. McCallister (Chairman)
Michael D. Barnes
George P. Clancy, Jr.
James F. Lafond

Alternate members:
James W. Dyke, Jr.
Nancy C. Floyd
Linda R. Gooden
Debra L. Lee
Dale S. Rosenthal


Audit Committee

Committee Charter (PDF)
George P. Clancy, Jr. (Chair)
Nancy C. Floyd
Debra L. Lee
Dale S. Rosenthal


Governance Committee

Committee Charter (PDF)
Michael D. Barnes (Chair)
James W. Dyke, Jr.
Nancy C. Floyd


Human Resources Committee

Committee Charter (PDF)
James Lafond (Chair)
Stephen C. Beasley
Linda R. Gooden
George P. Clancy, Jr.
James W. Dyke, Jr.