Corporate Governance and Policy Committee

 

Role
The Corporate Governance and Policy Committee shall provide oversight and guidance to ensure that the membership, structure, policies and processes of the Board of Directors and its committees facilitate the effective exercise of the Board's role in the governance of the Corporation. In addition, the Committee shall review certain of the Corporation's governance and policy processes as set forth herein. In carrying out its activities, the Committee will be supported by the Corporate Secretary as the Corporation's chief governance officer.

Structure/Member Qualifications
The Corporate Governance and Policy Committee shall have at least three members and shall consist solely of independent Directors, as affirmatively determined by the Board of Directors, consistent with applicable laws and regulations. The members of the Corporate Governance and Policy Committee shall be appointed by the Board, on the recommendation of the Corporate Governance and Policy Committee, and may be replaced by the Board.

Responsibilities and Duties
In carrying out its responsibilities, the Corporate Governance and Policy Committee shall:

Review and evaluate the policies and practices with respect to the size, composition, independence and functioning of the Board and its Committees and, to the extent appropriate, reflect those policies and practices in Corporate Governance Guidelines for the Corporation.

Evaluate and periodically recommend to the full Board any changes or additions to the Board's policies and practices or the Corporate Governance Guidelines.

Identify and evaluate candidates for selection as Directors consistent with the criteria set forth in the Corporate Governance Guidelines, and recommend to the full Board candidates for election as Directors.

Review transactions between Verizon and a Director or the Director's firm pursuant to the criteria set forth in the Corporate Governance Guidelines.

Review, in consultation with the CEO and Chairman, and advise the Board with respect to potential competitive interests reported by Directors to Verizon, pursuant to the Corporate Governance Guidelines.

Review and recommend to the Board the charters of each committee of the Board.

Identify and evaluate the nomination of Directors to serve on and chair the committees of the Board and make recommendations to the Board.

Review and make recommendations to the Board with respect to any resignation tendered by a Director who retires or changes employment status or principal responsibility outside of Verizon.

Review management's recommendations with respect to shareholder proposals for Verizon's proxy materials.

Review the Corporation's governance and policy processes related to:

 

Verizon's charitable contributions policies, including the funding of and annual budget for the Verizon Foundation, its giving guidelines, and its employee programs;

Selected social, environmental, regulatory or political matters that impact the Corporation or its shareholders;

Equal Opportunity and diversity compliance and initiatives designed to attract, motivate and retain highly qualified employees;

The safety of the Corporation's products and services.

 

Assume such other duties as the Board may from time to time delegate.

In carrying out its responsibilities, the Committee shall have the authority to retain and terminate a search firm to identify potential candidates for Directors and to retain other advisors as the Committee deems appropriate to enable it to carry out its responsibilities. The Corporation shall pay the costs of retaining any search firm or advisors selected by the Committee.

The Committee has the authority to request information and reports with respect to its area of responsibility.

The Corporate Governance and Policy Committee shall report regularly to the Board with respect to its activities. The Committee shall annually review its own performance.