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.
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
