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  1. About
     NYSE: VZ     

Verizon's alignment
with the ISG principles

Alignment of Verizon's corporate governance policies and practices with the Investor Stewardship Group's corporate governance principles.

Download PDF

Principle 1:

Boards are accountable to shareholders

  • 90% of our Directors are independent

  • Annual election of all Directors by majority vote

  • Proxy access with market terms

  • Shareholder right to call special meetings

  • Robust stock ownership requirements for Directors

  • Board and Lead Director letters and videos provide insight into Board oversight of company’s strategy, risk management and performance

 

Principle 2:

Shareholders should be entitled to voting rights in proportion to their economic interest

  • One-share, one-vote standard

  • No poison pill, dual class shares or voting right restrictions

Principle 3:

Boards should be responsive to shareholders and proactive in order to understand their perspectives

  • Year round shareholder engagement by management and Lead Director
  • Engagement topics include Board composition and refreshment, Board leadership, strategy, sustainability and executive compensation

 

Principle 4:

Boards should have a strong independent leadership structure

  • Active independent Lead Director with clearly delineated duties
  • All standing Committees comprised solely of independent Directors
  • Strong independent Committee Chairs
  • Board evaluates its leadership structure at least annually

Principle 5:

Boards should adopt structures and practices that enhance their effectiveness

  • Active Board refreshment plan with commitment to diversity
  • 2019 Board and Committee evaluation facilitated by third party consultant
  • Emphasis on strategy and risk oversight by full Board and Committees
  • Regular executive sessions of independent Directors
  • Limits on other board service
  • Orientation program for new Directors and continuing education for all Directors

Principle 6:

Boards should develop management incentive structures that are aligned with the long-term strategy of the company

  • Strong emphasis on variable, incentive-based pay
  • Robust stock ownership requirements for senior managers
  • Annual compensation risk assessment
  • Anti-hedging and clawback policies
  • New independent compensation consultant in 2019

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