Report of the Supervisory Board
Across the world, 2022 was a year of unprecedented geopolitical, social and macro-economic challenges. In March, while the world was gradually recovering from the coronavirus pandemic – albeit dealing with the aftershocks – the world faced another major crisis: Russia’s invasion of Ukraine.
The conflict has resulted in economic sanctions, rising gas and electricity prices, sky-high inflation rates, refugees fleeing the area and other significant economic and social ramifications. In the meantime, people are becoming increasingly concerned about the reality of achieving the Paris climate objectives, with the effects of global warming becoming increasingly visible. Finally, 2022 was also the year of ‘MeToo’ reckoning in the Netherlands – specifically regarding The Voice of Holland – with increasing attention placed on unacceptable behaviour in the workplace.
The new strategic focus will lead to the achievement of the ambition to provide an exceptional customer experience.
Against this turbulent background, the Supervisory Board of VodafoneZiggo can look back with satisfaction at the company’s achievements in 2022. A year in which, despite the heavy (macro-economic) headwinds and increasing market dynamics, the company demonstrated stable results and achieved its financial targets according to its plan. For the Supervisory Board, 2022 was also the year in which it was closely involved in determining and implementing VodafoneZiggo’s new strategy. The Supervisory Board trusts the new strategic focus and is convinced that the five strategic pillars – Secure & Seamless Connectivity, Endless Entertainment, Best Business Solutions, Smart Digital Experience and Progress for Everyone – will lead to our overall ambition of exceptional customer experience. The first ’proof points’ look very promising.
In the Secure & Seamless Connectivity domain, for example, 1.6 million of our customers had SmartWifi pods by the end of 2022. In late 2022, internet access at a speed of 1 Gbps was available throughout the country on our fixed network. And in entertainment, VodafoneZiggo acquired the exclusive rights for UEFA club football for the seasons 2024-2027 and high-quality streaming services, such as Disney+, were added to the Mediabox Next and Next Mini. The Supervisory Board is also pleased to report that within the new strategy, ambitions related to climate, (digital) social inclusion and personnel have been given an even more prominent place. In 2022, alongside the company’s existing sustainability ambitions, this resulted in a tightening of its diversity policy and safety in the workplace, together with a new Collective Labour Agreement.
About the Supervisory Board
The members of the Supervisory Board form a diverse group in terms of nationality, (cultural) background, expertise, experience and competencies. This ensures a good mix of perspectives, which helps the Supervisory Board perform its supervisory role effectively.
A great deal of importance is also attached to maintaining a balance between the number of men and women on the Supervisory Board. Until Bettina Karsch resigned on 30 June 2022, the ratio of men to women on the Supervisory Board was four men and four women (50%/50%). On 11 November 2022, Sateesh Kamath was appointed to the Supervisory Board to replace Bettina Karsch. This means that the ratio of men to women has shifted slightly to five men and three women.
For the composition of our Supervisory Board, please click here.
The most recent evaluation by the Supervisory Board of its own performance took place in 2021. The findings from that evaluation were extensively discussed within the Supervisory Board. Some of those findings were also discussed with the Management Board to strengthen further the mutual collaboration between the Management Board and the Supervisory Board. The Supervisory Board perceived the process surrounding the evaluation to be very useful – especially because the findings from the evaluation also contributed towards the effectiveness and efficiency of the Supervisory Board during 2022.
Meetings and most important agenda items in 2022
The Supervisory Board held four regular meetings in full composition in 2022. These fixed meetings took place on 10 February, 19 May, 14 September and 16 November. Each of those meetings lasted half a day (four hours). In addition to a number of recurring agenda items, these regular meetings included urgent matters on the agenda for decision-making. At every meeting, the Management Board provides a business update, in which the financial, commercial and operational results of the various business units were extensively discussed. The Chairs of the Audit, Risk & Compliance, and the Remuneration & Nomination Committees brought the members of the Supervisory Board up to date with the most important topics under discussion within these two committees. Extensive attention was devoted to risks and developments in the field of cybersecurity and the progress of the so-called ‘Cyber Up’ programme. The progress of our IT transformation programme BRIGHT was placed on the agenda at every meeting, along with various developments and initiatives within the area of HR, including a new programme for Diversity, Equity and Inclusion and People, Planet & Progress.
At least once a year, the Supervisory Board receives an update about important developments in regulations, legal procedures and claims. The Supervisory Board also signs off the financial statements and liaises closely with the Management Board during discussions concerning financial planning and the (multi-year) budgets of the company.
In addition to the scheduled meetings, the Supervisory Board meets a number of times a year on video calls to discuss ’ad hoc’ matters and approve matters by email when required. This occurs when approving certain transactions that exceed threshold values or relate to so-called “reserved matters”: important decisions (such as raising financing), the approval of which is reserved for the Supervisory Board.
Finally, the Supervisory Board also meets at least once a year at the Strategy Day. That is an occasion at which the Management Board, Supervisory Board and senior management of Vodafone Group and Liberty Global hold joint discussions about the short-term and long-term strategy of VodafoneZiggo. In 2022, that Strategy Day took place on 16 and 17 November in London and ultimately resulted in the formal approval of the renewed strategy.
The Audit, Risk & Compliance Committee
The Audit, Risk & Compliance Committee is a sub-committee of the Supervisory Board. It also met four times during 2022. The CEO, CFO, Executive Director External & Legal Affairs, Executive Director Technology, Director Internal Audit & Financial Risk Management and the external accountant are also invited to attend. The external accountant was (partially) present at all of the meetings. In 2022, the topics discussed by the committee included the approval of the financial statements for 2021, the quarterly results and the accompanying press releases, internal control over financial reporting, tax-related matters, results of internal audits, completion of the annual audit plan and progress regarding management actions, risk management, compliance and ethics developments and improvements aimed at cybersecurity and the key points of the auditing activities carried out by the external auditor. During every regular meeting of the Supervisory Board, the Chair of the Audit, Risk & Compliance Committee provides the other members of the Supervisory Board with a summary of the matters discussed.
Remuneration & Nomination Committee
The second sub-committee of the Supervisory Board is the Remuneration & Nomination Committee. This committee met twice in 2022. The Executive Director HR attended (part of) those meetings. In 2022, the committee focused on the development of talented individuals and the remuneration of the SLT and the wider remuneration policy within the company. Another topic that was discussed extensively was the progress of the Collective Labour Agreement negotiations. Finally, the committee discussed the determination of (bonus) targets and checked the pay-out percentages for the variable remuneration of members of the SLT and SMT, before submitting it to the Supervisory Board for approval.
Financial statements for the 2022 financial year
The 2022 financial year ended on 31 December 2022. The financial statements for 2022 have been prepared by the Management Board, audited by KPMG Accountants NV and provided with an unqualified independent auditor’s report. The independent auditor’s report is included in the downloadable PDF version.
The financial statements were signed by the members of the Management Board and Supervisory Board in accordance with Article 2:210, paragraph 2 of the Dutch Civil Code. The financial statements will be submitted to the General Meeting for adoption.
The Supervisory Board proposes that the General Meeting grants discharge to the members of the Management Board in respect of their management and to the members of the Supervisory Board with regard to their supervision exercised during the financial year 2022.
Final remarks of the Chair
Last year was challenging for VodafoneZiggo, its customers and society in general. The Supervisory Board is impressed with the resilience of the VodafoneZiggo business operations, the commitment of its employees, and the operational results achieved. Senior management has shown strong leadership in driving a motivated team. On behalf of the entire Supervisory Board, I would hereby like to thank them all for their efforts and for the great results achieved in 2022.
Manuel Kohnstamm – Chair
Serpil Timuray – Vice-Chair