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Item 6 on Proxy Card:
The International Brotherhood of Electrical Workers’
Pension Benefit Fund, 1125 Fifteenth Street, N.W., Washington,
DC 20005, owner of 141,550 shares of the Company’s
common stock, proposes the following:
RESOLVED: The shareholders of Verizon
Corporation (“Company”) urge the Board of
Directors to amend the Company’s by laws, effective
upon the expiration of current employment contracts,
to require that an independent director — as defined
by the rules of the New York Stock Exchange (“NYSE”)
— be its Chairman of the Board of Directors.
SUPPORTING STATEMENT: The recent wave
of corporate scandals at such companies as Enron, WorldCom
and Tyco has resulted in renewed emphasis on the importance
of independent directors. For example, both the NYSE
and the NASDAQ have adopted rules that would require
corporations that wish to be traded on them to have
a majority of independent directors.
Unfortunately, having a majority of independent directors
alone is clearly not enough to prevent the type of scandals
that have afflicted Enron, WorldCom and Tyco. All of
these corporations had a majority of independent directors
on their boards when the scandals occurred.
All of these corporations also had a Chairman of the
Board who was also an insider, usually the Chief Executive
Officer (“CEO”), or a former CEO, or some
other officer. We believe, that no matter how many independent
directors there are on a board, that board is less likely
to protect shareholder interests by providing independent
oversight of the officers if the Chairman of that Board
is also the CEO, former CEO or some other officer of
the company.
We respectfully urge the board of our Company to dramatically
change its corporate governance structure and the public’s
perception of it by having an independent director,
as defined by the NYSE, serve as its Chairman.
BOARD OF DIRECTORS’ POSITION
The Board of Directors believes that it is in the best
interests of the Company and its shareholders for the
Board to have the flexibility to determine the best
director to serve as Chairman of the Board, whether
such director is an independent director or the Chief
Executive Officer. At the present time, the Board believes
that the Company and its shareholders are best served
by having the Chief Executive Officer also serve as
Chairman of the Board. While the Board may separate
these positions in the future should circumstances change,
it believes that implementing the proposal would deprive
the Board of its ability to organize its functions and
conduct its business in the most efficient and effective
manner.
In its ongoing commitment to high standards of corporate
governance, Verizon has revised its Corporate Governance
Guidelines to provide that an independent director will
preside at executive sessions and meetings of the Board
where the Chairman is not present. The Chair of the
committee having jurisdiction over the subject matter
to be discussed will preside over the executive session
or meeting, and, otherwise, the committee Chairs will
preside on a rotating basis. The presiding director
serves as liaison between the Chairman and the independent
directors with respect to the executive session or meeting
and will approve the schedule and agenda. The responsibilities
of independent directors with respect to the governance
of the Board, including approval of agendas and meeting
schedules, are more fully described in this Proxy Statement
under the heading, “Structure and Practices of
the Board of Directors — Meetings of the Board,
Executive Sessions and Presiding Director.”
The Board believes that the Company’s corporate
governance structure, with its emphasis on independence
and a rotating presiding director, makes it unnecessary
to have an absolute requirement that the Chairman be
an independent director. The Board believes that adopting
such a rule would only limit the Board’s ability
to select the director it believes best suited to serve
as Chairman of the Board, and is not in the best interests
of the Company and its shareholders.
The Board of Directors recommends a vote AGAINST
this proposal.
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