Section 172 Statement for the financial year ending 31 December 2024

Section 172 Statement

Verizon's culture, strategies and policies are identified and regularly reviewed at group level by the senior executives of Verizon. Verizon and its group of companies ("Verizon Group"), which includes the Company, believes that it must effectively address and balance the interests of all of its stakeholders, including its shareholders, employees, customers, communities, suppliers and others, in order to put itself in the best position to serve its customers, provide critical services to the community and grow profitably over the long term. This belief is reflected in Verizon Group's purpose to "power and empower how people live work and play". It is also reflected in the Verizon Group's values underlying all of the Verizon Group's decisions: integrity, respect, performance excellence, accountability and social responsibility.

The directors of the Company recognise that their statutory duties are owed to the Company and believe that during the year ended 31 December 2024 they have acted in a way that they consider, in good faith, would be most likely to promote the success of the Company, having regard to those matters set out in section 172 of the Companies Act 2006 ("CA 2006"). As a wholly-owned subsidiary of Verizon European Holdings Limited, the directors did not consider section 172(1)(f) of the CA 2006 (regard to the need to act fairly as between members) to have been relevant to the proper discharge of their duties.

In their capacity as executives of the Verizon Group, the directors receive a broad range of training, pertaining to their functional roles and more broadly to leadership and other personal skills. To better enable the directors to discharge their duties pursuant to the CA 2006, the directors are briefed specifically on their duties as directors of the Company, in particular when reviewing transactions that require careful analysis of their duties such as those related to solvency.

Regard to the likely consequences of any decision in the long term

When making decisions, particularly those of a strategic nature, the directors, with the support of the relevant business functions and any wider Verizon Group's policies and strategies which they consider relevant, have regard to the likely long-term consequences of their decisions. Meetings of board directors were held on a regular basis to enable the directors to consider a range of topics and review reports and updates from the business including, but not limited to, those pertaining to financial performance, tax, treasury, statutory audit matters, environment, health and safety and employment.

During the year, the directors both at board meetings and in the course of their day to day management of the Company were supported by a number of corporate functions, including Legal, Accounting, Treasury, Tax, Human Resources, Compensation & Benefits and business functions covering the provision of services to customers, and the procurement of services from vendors.

Regard to the interests of the Company's employees

The directors, in conjunction with the wider functions within Verizon, including in particular its Human Resources and Compensation and Benefits teams, recognise the need to engage with employees and have regard to their interests. The Company's employee engagement statement, as set out in the Directors' Report in the annual report and accounts for the financial year ended 31 December 2024, provides examples as to how the directors engaged with its employees.

Group wide employee benefits, including employee pension schemes, health insurance, income protection insurance and death in service insurance, and other measures such as market rate compensation packages, are in place and the directors believe that these ensure that its employees' interests are well cared for.

Regard to the need to foster business relationships with suppliers and customers

The directors have a broad understanding of the multitude of group policies and initiatives in place to support supplier and customer relationships and which they, with the support of the relevant internal functions, have regard to where applicable when taking board decisions. 

The Company's statement of engagement with customers and suppliers, as set out in the Directors' Report in the annual report and accounts for the financial year ended 31 December 2024, sets out some of the group's policies and initiatives in this respect. Examples include joint volunteering programs with customers. 

Regard to the impact of the Company's operations on the community and environment

Verizon is committed to protecting the environment and to supporting the communities where it operates. The Verizon Group's Global Real Estate, Legal, Responsible Business, Sustainability, Product and Sourcing teams, are just some of the experts who can support the directors of the Company when considering the impact of the Company's operations on the community and environment. Citizen Verizon, a company-wide responsible business plan, serves as a framework for Verizon to leverage its resources, technology, and employees to drive progress in three key areas, Digital Inclusion, Human Prosperity and Environmental Responsibility. That framework includes, for example, a structured employee volunteering program with volunteering champions throughout the business and a UK Verizon Green Team made up of hundreds of UK-based employees who work to help reduce Verizon's environmental impact at work, in the home and the community through specific events and education. In 2024, almost two-thirds of all UK employees across the Verizon Group got involved and 5,525 hours were spent volunteering. 

In 2024, Verizon won the Better in Society Award for Philanthropy, and the award for National Commitment to Skills & Training. 

During 2024, the directors approved the Company's carbon reduction plan which includes the Company's specific carbon reduction commitments, and environmental management measures and projects, and is aligned with the broader Verizon Group emissions reporting methodology. 

During the year, specific examples of how the directors, with the support of the various relevant business functions, continued to make day to day decisions having regard to those matters set out in section 172 of the CA 2006 are set out below. 

• The directors discussed the frequency of employees coming to the office and were keen to increase office attendance. They considered a range of factors in terms of the benefits of wider collaboration, engagement and relationship building. An annual survey was conducted in 2024 seeking feedback on the Verizon Group’s culture to gauge employees’ overall satisfaction and seek feedback on specific topics identified as being priorities of the business. Responses from surveys were reviewed by people leaders across the business and appropriate action plans were identified from the responses received and communicated to employees to drive improvements across the business. 

• The directors considered how to maintain the Company’s community support through various volunteering initiatives including community volunteering events and engagement with local schools.

The Company’s statement of employee engagement, as set out in the Directors’ Report in the annual report and accounts for the financial year ended 31 December 2024:

The Verizon Group’s priorities remain focused on building a culture of engagement that enables employees to thrive and grow in their careers. The directors of the Company are committed to ensuring its employees are engaged and recognise that such engagement is fundamental to how the Company achieves success as a business. It drives Verizon’s purpose to power and empower how people live, work and play. Examples of new and existing initiatives which continued to strengthen engagement with the Company’s employees during 2024 are set out below: 

• The Work Forward program was launched in May 2022 and is intended to transform how, when and where employees work and to provide them with greater flexibility and a better work life balance.    The majority of the Company’s employees work to a hybrid model and meaningful in-office schedules, serving as a baseline for attending a Verizon location, as agreed with managers.  Since the implementation of the Work Forward program in 2022, employees have continued to follow their individual schedules with the aim to foster employee engagement, collaboration, positive social interactions and increase working efficiency whilst carefully balancing these with the need for flexibility and work life balance.  Implementation of the Work Forward schedules for hybrid employees has been flexible with individual employee needs or concerns being reviewed by managers if required. 
• An annual survey was conducted in 2024 seeking feedback on the Verizon Group’s culture to gauge employees' overall satisfaction and seek feedback on specific topics identified as being priorities of the business.  Responses from surveys were reviewed by people leaders across the business and appropriate action plans were identified from the responses received and communicated to employees to drive improvements across the business.  
• Several events were organised to raise awareness of and promote all of Verizon’s Employee Resource Groups (ERG), which are employee-led, company-sponsored groups, that fuel Verizon’s welcoming environment. 
• A series of on-site employee-led culture, inclusion, and development days were hosted during the year. Days involved guest speakers, culturally relevant food, social media activations, and volunteering activities. 
• Career development programs supporting the Company’s commitment to the development of future leaders continued.  
• Employees received regular communications on health and wellbeing resources available to support them, including an Employee Assistance Programme, on demand webinars, and a ‘Be Well, Work Well’ day to highlight the benefits and wellbeing resources available to UK employees. Office-based events were organised to encourage opportunities for connection and in-person collaboration. ‘EMEA Team Talks,’ a programme offering employees an escape from the pressures of day-to-day continued in 2024. Webinars were hosted by the Verizon EMEA leadership team, providing an opportunity to hear from a range of inspirational external speakers with different perspectives to share. 
• Employees of the Company were invited to attend all hands meetings held by senior executives. These provided employees with an opportunity to engage with the strategies and initiatives of the business and raise questions.  The contribution made by employees to the success of the business was also recognised.

The Company’s statement of engagement with suppliers, customers and others, as set out in the Directors’ Report in the annual report and accounts for the financial year ended 31 December 2024:

The directors recognise that it is critical for the ongoing success of the Company to foster strong relationships with its customers, suppliers and wider stakeholders and to continually engage effectively to better understand stakeholder needs and to adapt accordingly. A framework of Group policies and procedures are in place which strengthen stakeholder relationships.

Group policies and initiatives which continued to strengthen and improve customer relationships in 2024 included:

• continuation of Proof of Concept and Proof of Value trials to help customers evaluate the commercial viability and operational readiness of new transformative technologies;
• executive briefings to consult with customers wanting to expedite their digital operating models to help enable Fourth Industrial Revolution technologies;
• a `Pathfinder' virtual community whereby contacts from across the Company's customer base convened on a monthly basis, either virtually or at physical community gatherings, to hear from impactful and renowned public speakers, and discussed ideas for addressing common leadership challenges;
• a service delivery organisation which helped ensure customer services were delivered in line with customer expectations;
• customer account management which focused on customers' key business imperatives;
• management of the life cycle of customer contracts;
• customer satisfaction surveys conducted by a third party provider which actively sought customer feedback and provided an opportunity to improve customer services;
• online and on site service demonstrations with customers;
• partnering with key customers and tech partners on joint corporate social responsibility and volunteering initiatives. Applying the principle that we achieve more together, examples of 2024 initiatives included Girls into STEM Workshops, and retail tech career sessions;
• ongoing review by the logistics teams of carriers' performance with the aim being to improve lead times of products shipped to customers' sites. Where considered appropriate, the Global Supply chain has put in place transportation agreements between the Verizon Group and new carriers to try and improve lead times, and performance will continue to be monitored in terms of price, quality of service (including reliability, number of lost packages in transit and compliance) and speed of delivery; and
• developments to the existing software platform for supply chain automation solutions to increase visibility to customer orders' status, thus enhancing customers' experience. 

Group policies and initiatives which continued to strengthen and improve supplier relationships in 2024 included:

• continued use of a world-class Sourcing, procurement and supply chain collaboration solution streamlining interaction with suppliers through the 1Sourcing (Ariba) Platform;
• continued commitment to dedicated supplier risk management processes and integration into sourcing tools and processes, to ensure continuity and adherence to all supplier risk processes;
• a robust contract remediation process through Sourcing to ensure Supplier compliance with updated data privacy regulations;
• supplier due diligence processes to assess supplier risks, including as to financial viability and legal compliance around issues such as data privacy and the protection of proprietary information;
• a supplier code of conduct that contains principles to promote ethical conduct in the workplace, safe working conditions, the reporting of concerns to Verizon, the protection of confidential and personal sensitive information, the treatment of workers with respect and dignity, supply chain risk management and responsible supply chains;
• continued development and implementation of Sourcing process improvements and streamlining to ensure abated risk and a more productive supplier and client experience;
• continued commitment to working with a diverse set of suppliers to ensure customers have access to superior service and experience; and
• regular review of Verizon's sourcing policies and business process guidelines, which help ensure the fair and consistent treatment of suppliers and outline the requirements that apply internally when Verizon functions procure products and/or services.

UK Government Departments and Regulators

The Company continued to foster its relationships with relevant UK Government departments, such as the Department for Science, Innovation, and Technology (DSIT), the Home Office, the Department for Business and Trade (DBT), and the Department for Energy Security and Net Zero (DESNZ), as well as with its regulators, Ofcom and the Information Commissioner's Office (ICO).

In 2024, Verizon worked closely with the Department for Science, Innovation and Technology regarding its call for information on private network security and in relation to Designated Vendor Directions. Verizon has also worked closely with the Home Office on the progress of the Investigatory Powers (Amendment) Bill through Parliament.