Verizon UK Financing Limited - Section 172 Statement for the financial year ending 31 December 2019
Verizon’s culture, strategies and policies are identified and continually reviewed at group level by the senior executives of Verizon. Verizon and its group of companies (“Verizon Group”) believe 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 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 and financing company for a number of subsidiaries in the Verizon Group, the Company’s principal activity is closely aligned with the Verizon Group and the directors of the Company are therefore 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 2019 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 a holding and financing company with 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, as relevant to the proper discharge of their duties pursuant to section 172 of the CA 2006. Until 13 December 2019, the directors did not consider the factor listed in section 172(1)(f), regarding the need to act fairly as between members, as relevant to the proper discharge of their duties because the Company was a wholly-owned subsidiary. Following the sale on 13 December 2019 by Verizon UK Holding Limited of all of the 46,100 redeemable preference shares of $1,000 each of the Company to certain affiliates of the Voya Financial Group, the directors recognise that, where relevant, they will need to have regard to section 172(1)(f).
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 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 and its operations during the year were such that the Company’s business strategies, to achieve the Company's long term success, were aligned with the broader Verizon Group which has policies and procedures in place which have guided and assisted the directors during the year when considering the likely consequences in the long term of their decisions. Meetings of board directors were held on a regular basis to enable the directors to consider a range of topics and receive updates from the business including, but not limited to, financial performance matters relating to tax and treasury, and updates on Brexit and associated business continuity issues.
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 and Tax.
Key Decisions
Specific examples of how the directors have had regard to the matters set out in section 172 when discharging their duties during the year are set out below.
- On 31 October 2019, the directors approved a capital contribution by Verizon UK Holding Limited of an amount equal to $4,002,014,484.34 which was satisfied by Verizon UK Holding Limited releasing the Company from a debt owed by the Company to Verizon UK Holding Limited of the same amount (the “Contribution”), the reduction of the Company’s share premium by $2,800,000,000 (the “Reduction”) and the payment of an interim dividend of $12,680,385.29 (the “Dividend”) in settlement of accrued but unpaid dividends on the preference shares held at that time by Verizon UK Holding Limited. The directors considered a range of factors including Verizon UK Holding Limited’s right as the holder of the preference shares, pursuant to the Company’s articles of association and subject to the Company having distributable reserves, to a fixed cumulative dividend, the potential sale by Verizon UK Holding Limited of the preference shares of the Company which subsequently completed on 13 December 2019, the strength of the Company’s balance sheet, and the financial impact of the Contribution, the Reduction and the declaration of the Dividend.
- On 12 December 2019, the directors approved the sale by Verizon UK Holding Limited, the Company’s sole shareholder, of all of the preference shares in the Company to certain affiliates of the Voya Financial Group. The directors had regard to a number of factors including the Company’s long-term success, and, with input from the wider functions, the impact of no longer being a wholly-owned subsidiary of the Verizon Group and future engagement with third party shareholders.
In relation to the above examples, there were no specific conflicting interests between the Company’s stakeholders that the directors were required to balance.