Verizon UK Holding 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 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 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. As a wholly-owned subsidiary, the directors also do not consider section 172(1)(f), regard to the need to act fairly as between members, as 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 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, 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: (i) a capital contribution by the Company to Verizon UK Financing Limited, its wholly-owned subsidiary, of an amount equal to $4,002,014,484.34 (the “Contribution”) which it satisfied by releasing Verizon UK Financing Limited from a debt Verizon UK Financing Limited owed to it of the same amount (the “Debt”); and (ii) a written resolution as the sole shareholder of Verizon UK Financing Limited pursuant to which Verizon UK Financing Limited proposed to reduce its share premium by $2,800,000,000 (the “VUKFL Reduction”). Consideration was given to the financial impact of the Contribution and the release of the Debt, including the impact of historic and forecasted dividend income that the Company had received and was forecasted to receive from Verizon Services Ireland Limited, another subsidiary of the Company. The directors noted that following completion of the Contribution and the release of the Debt, the Company would no longer receive interest payments on the Debt from Verizon UK Financing Limited but that the Company would still be required to pay interest to Verizon International Inc., the Company’s sole shareholder, pursuant to a long term loan owed by the Company to Verizon International Inc. for an amount outstanding at the time of the directors’ decision of $2,203,594,647.09 and having an interest rate of 3.6% per annum. The directors had regard to the long-established practice of the Verizon Group to ensure each member of the group had sufficient funds to meet its debts as they fell due and the Company’s right, pursuant to the articles of association of Verizon UK Financing Limited and subject to Verizon UK Financing Limited having sufficient distributable reserves which it would after the Contribution and the VUKFL Reduction, to a fixed cumulative dividend pursuant to which the Company expected to receive $12,680,385.29.
- On 12 December 2019, the directors approved the proposed sale of all of the 46,100 preference shares held by the Company in the issued capital of Verizon UK Financing Limited to certain affiliates of the Voya Financial Group (the “Sale”). As neither the Company nor Verizon UK Financing Limited had any direct employees, third party suppliers or customers at the date of the Sale, the directors were not required to consider or balance any such stakeholder interests. The directors had regard to a number of factors including the consideration which would be received upon completion of the Sale, the wider terms of the Sale, and the financial impact thereof.
In relation to the above examples, there were no specific conflicting interests between the Company’s stakeholders that the directors were required to balance.