VodafoneZiggo Group Holding B.V. is a private limited liability company under Dutch law and is subject to the mitigated large company regime. VodafoneZiggo's Central Office is located in Utrecht. VodafoneZiggo has a two-tier governance structure, with a Management Board and a Supervisory Board.
VodafoneZiggo is a 50/50 joint venture between Vodafone Group and Liberty Global. Both shareholders and VodafoneZiggo have entered into a shareholders’ agreement which, among other things, contains provisions on the governance of VodafoneZiggo.
The shares in VodafoneZiggo Group Holding B.V. are held by Liberty Global Europe Holding II B.V. (50%) and Vodafone Europe B.V. (50%), which together form the General Meeting. The General Meeting adopts the company’s financial statements and decides on the grant of discharge to the members of the Management Board for the management conducted and to the members of the Supervisory Board for the supervision exercised during the financial year. In addition, the General Meeting also decides on distributions to the shareholders and the appointment of Management Board and Supervisory Board members. Resolutions of the General Meeting are mainly adopted without holding a meeting, whereby the Management Board and Supervisory Board members are given the opportunity to give advice prior to the resolution-making.
Management Board and Senior Leadership Team
VodafoneZiggo's Management Board consists of the company’s Chief Executive Officer (CEO) and its Chief Financial Officer (CFO). The Management Board is responsible for the overall management of the company. The CEO and CFO have been appointed by the General Meeting for an indefinite period.
In addition to the Management Board, VodafoneZiggo also has a Senior Leadership Team (SLT), which oversees day-to-day operations of the company and is responsible for developing a long-term vision and for formulating and implementing the company’s strategy. The SLT consists of the CEO, the CFO and seven Executive Directors, who collectively represent our business units:
Strategy, Insights & Digital Transformation
External & Legal Affairs
The SLT works closely with the Senior Management Team (SMT). This is a group of around 60 experienced directors and senior managers, from across the company’s eight business units. The SMT’s role is to support the SLT in the day-to-day management of the company including its more than 7,000 permanent and temporary employees and external contractors.
VodafoneZiggo’s Supervisory Board advises the Management Board and supervises its policies and decisions. In doing so, the Supervisory Board is (just as the Management Board is in the performance of its duties) guided by the interests of the company and its affiliated enterprise, but it also considers interests of the company’s stakeholders. The Supervisory Board regularly discusses the strategy, the implementation of the strategy and associated risks, both among its own members as well as with the Management Board. Under the company’s governance structure, certain Management Board decisions require prior approval of the Supervisory Board.
The Supervisory Board consists of eight members who are appointed or reappointed by the General Meeting after being nominated by the Supervisory Board:
Three representatives of Liberty Global
Three representatives of Vodafone Group
Two independent members on the recommendation of VodafoneZiggo’s Works Council
One of the members of the Supervisory Board is appointed as Chair; this position rotates annually between a Liberty Global representative and a Vodafone Group representative.
The Supervisory Board has adopted regulations that set out its governance and role in more detail, including rules relating to the exercising of duties and authorities, decision-making, as well as meetings and interaction with the company’s external auditor. These regulations also contain a profile describing the desired composition of the Supervisory Board, which takes into account, among other factors, the nature and size of the company and the desired expertise and background for individual members. This profile is used by the Supervisory Board to guide its nominations for appointments and reappointments.
The Supervisory Board is supported by the Company Secretary, who ensures that the correct procedures are followed and that the Supervisory Board fulfils its obligations under the law and the articles of association and that its regulations are duly observed. The Company Secretary assists the Chair of the Supervisory Board with organisational tasks (including circulating information to Supervisory Board members and preparing meeting agendas and minutes).
The Supervisory Board has two committees consisting of members of the Supervisory Board: the Audit, Risk & Compliance Committee and the Remuneration & Nomination Committee. The committees provide the Supervisory Board with advice and recommendations and undertake preparatory work for the decision-making by the Supervisory Board.
The main role of the Audit, Risk & Compliance Committee is to oversee the accuracy, integrity and quality of the company’s financial reporting, the effectiveness of the company’s internal risk management and control systems and the performance of the internal audit department and external auditor
The main role of the Remuneration & Nomination Committee is to oversee the company’s remuneration policy, performance and succession planning of VodafoneZiggo’s senior management
For more information about the activities of the Supervisory Board during 2022, please see the report of the Supervisory Board.
VodafoneZiggo has a Works Council representing the company’s employees. The Works Council has 25 members from across our business units and operates through various sub-committees and working groups, supported by an official secretariat. The sub-committees include the Employment Conditions Committee; the Health, Safety & Wellbeing Committee and committees for specific business units.
Under the Dutch Works Councils Act (WOR), the Management Board must submit certain decisions to the Works Council for its advice or consent. When assessing these decisions, the Works Council considers the interests of both employees and the company as a whole. Regular Works Council meetings are held every two weeks. Every six weeks, a meeting takes place with members of the Management Board. During this meeting, the CEO, CFO and/or Executive Director HR updates the Works Council. Current and upcoming requests for advice or consent are also discussed, and there is an opportunity for Works Council members to ask questions. Twice a year, the overall state of affairs within the company is discussed, along with shareholder representatives. Works Council elections take place once every three years. The most recent elections were held in September 2022.
The external auditor is responsible for auditing the financial statements. The external auditor communicates its findings to the Management Board, the Audit, Risk & Compliance Committee and the Supervisory Board. Every year, the external auditor explains its findings in a meeting of the Audit, Risk & Compliance Committee. During this meeting, an opportunity is provided to the Audit, Risk & Compliance Committee to discuss any questions with the auditor. KPMG Accountants N.V. has been appointed as external auditor for the 2022 financial year. The independent auditor’s report of KPMG Accountants N.V. for the 2022 financial year may be found in the downloadable PDF version.