Our Governance

Our Governance

We believe that we must conduct ourselves in accordance with the highest moral and ethical standards. Our behavior is guided by our Code of Business Conduct, which promotes maintaining best practices, transparency and accountability to all our stakeholders. TDS is controlled by the family that founded the Company 50 years ago. While we understand that this structure is not typical for public companies in the United States, it has provided us the ability to make investments that may have longer-term benefits for our customers and our other stakeholders, achieving business stability and a positive culture for our people.

The TDS Code of Business Conduct provides the guiding principles by which the TDS enterprise conducts all of its business activities. These guiding principles are applicable to the Board of Directors, executive officers and all associates.

Ethical

Professional and ethical

Standards

Highest standards of honesty and integrity

Comply

Comply with laws, rules and regulations affecting our business

Human Resources

Use of assets and human resources for proper and legal purposes only

Managing the Company for Long-Term
Sustainability and Growth

TDS has had over 50 successful years in business, and we are continuing to focus on the future. There are three foundational pillars that position the company for long-term sustainability and growth.

Foundation

Maintaining a strong financial foundation

We look to retain relatively low leverage levels, long dated debt maturities, sufficient undrawn revolving credit facilities, and adequate cash balances so that we are not at the mercy of any disruptive market scenarios

Investing

Investing in our businesses

Wireless – Through network modernization plans we are evolving our network to capture new and emerging revenue opportunities, including 5G technology

Wireline - Focused on fiber expansion, growing our footprint in and out of territory – fiber is a long-term investment along with opportunistic cable acquisitions

Controlled

Being a controlled company gives company the ability to manage the company for the long-term interest of its customers, employees, shareholders, debt holders and communities

Engaged Board of Directors

TDS believes good governance begins with an engaged and diverse board. We consider it desirable for the Board to have directors with diverse backgrounds, experience, skills, education and attributes to permit the board to have a wide variety of views and insights. TDS also believes that new perspectives are important to a well-run Board. At the same time, it is equally important to benefit from the valuable experience that longer-serving directors bring to the boardroom.

Since 2016, TDS has added 4 new Board members. This has served to add diversity and reduce the average tenure of the Board from 19 years to 17 years and the average of tenure of the independent Board members from 17 years to 12 years.

Age
Tenure
Diversity

Other Strong Corporate Governance Practices

  • Annual election of all directors, ensuring accountability to shareholders
  • Policy prohibiting pledging or hedging of company shares
  • The positions of Chairman of the Board and President and CEO are separate
  • Annual self-assessment of board

Risk Management Responsibility

Risk is managed throughout the organization. The TDS board of directors has primary responsibility for oversight of risk at TDS. In support, management has developed a robust Enterprise Risk Management Program (ERM) to identify and manage risks that may affect the achievement of organizational objectives. The results from these ERM assessments are provided to, and reviewed by, the Board.

Additionally, other Board committees assist in additional risk mitigation and management. The Audit Committee addresses major financial and operational risk, including those related to data privacy. The Compensation Committee assesses risk related compensation policies and practices. And the Technology Advisory Group Committee reviews, monitors and informs the Board on technology matters affecting operations and capital investment.

Board Oversight of Cybersecurity

TDS believes oversight of cybersecurity risks is the responsibility of the full board of directors and the board of directors receives regular updates regarding TDS' assessment of threats and mitigation plans. The Audit Committee also exercises oversight over the control-related cybersecurity risks and mitigation plans and receives updates at least bi-annually. The Audit Committee oversees the Company’s processes over internal controls and financial reporting that includes controls and procedures that are designed to ensure that significant cybersecurity incidents are communicated to both management and the Audit Committee. Cybersecurity is also discussed at the Technology Advisory Group as warranted.