About Verizon’s Governance Practices
Commitment to Good Governance Practices
The Board of Directors is committed to maintaining high standards of corporate governance. As part of ensuring that it meets this commitment, the Board conducts an annual evaluation of its practices and processes. The Presiding Director oversees the evaluation and chairs the Board meeting and executive session where the Board reviews and discusses the results of this evaluation. The Corporate Governance and Policy Committee is responsible for ensuring that the membership, structure, policies and practices of the Board and its Committees facilitate the effective exercise of the Board’s role in the governance of Verizon. The Corporate Governance and Policy Committee monitors developments in corporate governance and considers the needs of Verizon and its shareholders. It periodically recommends that the Board make changes to its policies and practices or to Verizon’s Corporate Governance Guidelines. The Guidelines provide a framework for the operation of the Board and address key governance practices.
You can find a copy of the Corporate Governance Guidelines beginning at page A-1 of this proxy statement. We have also posted the Guidelines on the Corporate Governance section of our website at www.verizon.com/investor. All of Verizon’s corporate governance materials, including its certificate of incorporation, bylaws, Board Committee charters and policies, are also posted on the website. You can also request copies of these materials from the Assistant Corporate Secretary at the address given under “Contacting Verizon.”
Key Corporate Governance Provisions
Majority voting in Director elections. The Board has amended Verizon's bylaws to provide for the election of Directors by a majority of the votes cast in uncontested elections. This provision can only be changed by a majority vote of the shareholders.
Shareholder right to request a special meeting of shareholders. The Board has amended Verizon's bylaws to specify a procedure by which a special meeting of shareholders shall be called by the Board upon the request of shareholders owning 25% or more of Verizon’s outstanding common stock.
Independence standards. The Board has adopted standards for assessing the independence of our Directors, which are stricter than the standards required by the NYSE. All non-employee Directors are independent. You can find more information about the independence of the non-employee Directors under “Independence” on page 7.
Chairman; Presiding Director. The Board may elect any one of its members to serve as Chairman. Each year, the Board reviews its governance structure and determines which Director is best qualified to chair the Board. At the present time, the Board believes that Verizon and its shareholders are best served by having a Chairman who has a wide-ranging, in-depth knowledge of Verizon's business operations and the competitive landscape and who is in the best position to identify the strategic issues to be considered for submission to the Board. They believe that the Chief Executive Officer's extensive experience and knowledge of Verizon's competitive challenges and opportunities make him the Director best qualified to serve in the role of Chairman. At the same time, in order to maintain an appropriate level of independent checks and balances in its governance, the independent members of the Board have elected a Presiding Director to review and approve the flow of information to the Board and to provide independent leadership, including in the evaluation and compensation of the CEO. Sandra O. Moose is currently the Presiding Director.
- Chairs all meetings of the Board, other than executive sessions;
- Identifies strategic issues that should be considered for the Board agenda, subject to the approval of the Presiding Director; and
- Consults with the Presiding Director in the development of the schedule, agenda and materials for all meetings of the Board.
The Presiding Director:
- Chairs executive sessions, including the evaluation of the performance and compensation of the CEO;
- Chairs any meeting of the Board if the Chairman is not present;
- Approves the schedule, agenda and materials for all meetings of the Board, in consultation with the Chairman;
- Acts as liaison with the Chairman, in consultation with the other independent Directors who continue to have direct and complete access to the Chairman at any time as they deem necessary or appropriate; and;
- Presides over the Board's annual self-evaluation.
The Presiding Director may call an executive session of the Board, and will do so at the request of any other Director. Any shareholder or interested party may communicate directly with the Presiding Director.
Stock ownership. The Guidelines encourage Directors to hold at least 5,000 shares within five years of joining the Board. Shares held by a Director in any deferral plan are included in determining the number of shares held.
Limits on Board service. The Guidelines provide that a Director who serves as an executive officer of a public company should not serve on more than three public company boards, including the board of the company that employs him or her, and other Directors should not serve on more than six public company boards. The Guidelines also limit executive officers to serving on no more than two public company boards.
Mandatory retirement. A non-employee Director must retire no later than the Board meeting that follows his or her 72nd birthday. The CEO must resign from the Board effective when he or she no longer serves as CEO.
Shareholder approval of poison pill. Verizon does not have a shareholder rights plan, commonly referred to as a “poison pill.” Under the Guidelines, if the Board decides to adopt a poison pill, it must be approved by shareholders within one year and then re-approved every three years.
Recapture of incentive payments. The Human Resources Committee of the Board has adopted a policy that enables Verizon to recapture incentive payments received by an executive who has engaged in financial misconduct to ensure that executives do not benefit from engaging in such misconduct.
Review and approval of Related Person Transactions. The Board has adopted a Related Person Transaction Policy, which is included in the Guidelines. The Corporate Governance and Policy Committee reviews transactions involving Verizon and any of our Directors or executive officers or their immediate family members to determine if any of the individual participants has a material interest in the transaction. Based on the facts and circumstances of each case, the Committee may approve, disapprove, ratify or cancel the transaction or recommend another course of action. Any member of the Committee who is involved in a transaction under review cannot participate in the Committee’s decision about that transaction.
Shareholder advisory vote related to executive compensation. The Guidelines provide that beginning in 2009, a non-binding vote related to executive compensation will be included on the ballot for the annual meeting.
Policy on executive severance agreements. Verizon will not enter into any new employment agreement or severance agreement with an executive officer that provides for severance benefits exceeding 2.99 times the sum of the executive's base salary plus non-equity incentive plan payment, without seeking shareholder ratification of the agreement. This policy is described in more detail on page 30.
Business Conduct and Ethics
Verizon is committed to operating our business with the highest level of integrity, responsibility and accountability. We have adopted a strict Code of Conduct that applies to all employees, including the CEO, the Chief Financial Officer and the Controller. The Code of Conduct describes each employee's responsibility to conduct business with the highest ethical standards and provides guidance in preventing, reporting and remediating potential compliance violations in key areas. Directors are expected to act in compliance with the spirit of the Code of Conduct, as well as comply with the specific ethical provisions of the Corporate Governance Guidelines. We have posted the Code of Conduct on the Corporate Governance section of our website at www.verizon.com/investor. You can also obtain a copy by writing to the Assistant Corporate Secretary at the address given under “Contacting Verizon.”
The Board is strongly predisposed against waiving any of the business conduct and ethics provisions applicable to Directors or executive officers and has not done so. In the unlikely event of a waiver, we will promptly disclose the Board's action on our website.
Shareholder Communications with Directors
The Board of Directors believes that communication with shareholders and other interested parties is an important part of the governance process and has adopted the following procedures to facilitate this communication. Please direct any correspondence to the Board, any Committee of the Board, the Presiding Director, any Committee Chairperson or individual Director or the non-employee Directors as a group to:
- Verizon Communications Inc.
Board of Directors [or Committee name, Presiding Director, Committee Chairperson,
individual Director or non-employee Directors as a group, as appropriate]
140 West Street, 29th Floor
New York, New York 10007
The independent Directors have approved a process for forwarding correspondence about Verizon to members of the Board.