Verizon’s culture, strategies and policies are identified and continually reviewed at group level by the senior executives of Verizon. Verizon management believes that Verizon and its group of companies (“Verizon Group”), which includes the Company, 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 the breadth and aspiration of the Verizon Group’s corporate purpose to “create the networks that move the world forward”. 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.
As a holding company for a number of subsidiaries in the Verizon Group and which also participates in various funding activities relating to Verizon Group entities, the Company’s principal activity remains closely aligned with the Verizon Group and the directors of the Company continue to be guided by the Verizon Group’s culture, policies and strategies. The directors of the Company however recognise that their statutory duties are owed to the Company and believe when taking board decisions during the year ended 31 December 2020 that 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 the Company has no employees, third party suppliers or customers, the directors do not consider the factors listed in sections 172(1)(b), interests of employees, 172(1)(c), relationships with suppliers and customers, or 172(1)(d), impact of operations on the community and environment, to be relevant to the proper discharge of their duties pursuant to section 172 of the CA 2006. As a wholly-owned subsidiary of Verizon Business International Holdings B.V., the directors also did not consider the factor listed in section 172(1)(f), regarding the need to act fairly as between members, to be 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 relating to leadership and other personal skills. To better enable the directors to discharge their duties pursuant to section 172 of the CA 2006, the directors are briefed specifically on their duties as directors of the Company, in particular when reviewing specific transactions that require careful analysis of their duties such as those related to solvency.
The nature of the Company’s activities were aligned with the broader Verizon Group which has strategies and policies in place to guide the directors when considering 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 to receive updates from the business including, but not limited to, those pertaining to financial performance, tax, treasury and statutory audit matters, and Brexit and associated business continuity issues. In 2020, an additional meeting of board directors was held to enable key internal stakeholders to brief the directors on the impacts of the Covid-19 pandemic, how Covid-19 risks were being managed by the relevant functions and how stakeholders were being cared for in the context of the pandemic.
During the year, the directors both at board meetings and in the course of their day to day management of the Company continued to be supported by a number of corporate functions, including Legal, Accounting, Treasury and Tax.
A specific example of how the directors have had regard to the matters set out in section 172 of the CA 2006 when discharging their duties during the year was the directors’ decision on 2 December 2020, by which they approved a loan to another Verizon Group company. The directors considered a range of factors including its cash resources from which to make the funds available, the purpose of the loan and the Company’s long-term strategy, to provide funding to international entities of the Verizon Group and administer the Verizon Group’s transfer pricing policy effectively. There were no specific conflicting interests between the Company’s stakeholders that the directors were required to balance.