Verizon's alignment
with the ISG 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