Corporate Governance

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

Good governance is key 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 recent legislation and regulatory bodies have been long-standing practices of our Board of Directors.

Listed below are some of the more 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.
•    The Board and its committees meet routinely in executive sessions without management present so that the directors can discuss freely 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 functionally to the Chair of the Audit Committee.
•    The average number of options granted in each of the past three years was less than 1% of the basic shares outstanding.

Concerns or complaints regarding financial, accounting, auditing, and related matters can be submitted confidentially and anonymously by telephone 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) - as amended March 5, 2009
•    Washington Gas Bylaws (PDF) - as amended effective Oct. 1, 2009

The documents attached to this web page may be changed from time to time by the Company, and those changes may not be reflected on the attached copies. These attached documents are not official copies of Company records, and should not be relied upon as complete and accurate copies of those documents.

Board of Directors

Michael D. Barnes
George P. Clancy, Jr.
James W. Dyke, Jr.
Melvyn J. Estrin
James F. Lafond
Debra L. Lee
Terry D. McCallister
Karen Hastie Williams

Board Committees
(Effective October 1, 2009)

EXECUTIVE COMMITTEE

Terry D. McCallister (Chairman)
Michael D. Barnes
Melvyn J. Estrin
Karen Hastie Williams
Alternate members:
George P. Clancy, Jr.
James W. Dyke, Jr.
James F. Lafond
Debra L. Lee

AUDIT COMMITTEE

Committee Charter (PDF)
Karen Hastie Williams (Chair)
George P. Clancy, Jr.
Melvyn J. Estrin
James F. Lafond

GOVERNANCE COMMITTEE

Committee Charter (PDF)
Michael D. Barnes (Chairman)
James W. Dyke, Jr.
Karen Hastie Williams

HUMAN RESOURCES COMMITTEE

Committee Charter (PDF)
Melvyn J. Estrin (Chairman)
George P. Clancy, Jr.
Debra L. Lee