Report of the Supervisory Board

2023 was a year in which natural disasters and geopolitical events caused significant distress for people around the world. VodafoneZiggo made its own very small contribution to helping those affected when, in the aftermath of February’s severe earthquakes, two colleagues travelled to Turkey as part of an international Instant Network team, setting up a solution that included WiFi internet, satellite dishes and phone chargers.

VodafoneZiggo continued to execute on its strategy successfully in 2023. Commercially, the company delivered stable revenue, while putting actions in place to improve its fixed net adds performance, including an increase in internet speeds for all customers and the launch of a new front-book proposition. To advance the goal of being a leader in entertainment and digital services – an important element of the company’s strategy – VodafoneZiggo launched exciting new propositions during the year, such as Pathé Thuis and SkyShowtime replacing Movies & Series on the Ziggo platform and the new Health-e proposition for mobile customers.

ABOUT THE SUPERVISORY BOARD

The Supervisory Board strongly believes that diversity in nationality, (cultural) background, expertise, experience and competencies is important for balanced decision-making and success. The composition of the Board ensures a good mix of perspectives, which helps it perform its supervisory role effectively. Women make up 25% of the Supervisory Board, and the Board will endeavour to increase this percentage. For the composition of the Supervisory Board, see Composition of our Supervisory Board (new window).

The most recent evaluation by the Supervisory Board of its own performance took place in 2021, a process the Board found to be useful – especially since the findings of the evaluation contributed towards the effectiveness and efficiency of the Supervisory Board in 2022 and 2023. The Supervisory Board will conduct another self-evaluation in 2024.

MEETINGS AND MOST IMPORTANT AGENDA ITEMS IN 2023

The Supervisory Board held four regular meetings in full composition in 2023. These meetings took place on 9 March (Utrecht), 11 May (Utrecht), 21 September (Utrecht) and 17 November (London).

Each year, the Supervisory Board reviews VodafoneZiggo’s strategy. This review is followed up by a cadence of regular meetings held by selected members of the Supervisory Board, Senior Leadership Team (SLT) and Senior Management Team (SMT), focusing on the different parts of VodafoneZiggo’s strategy. Other regular agenda items include a business update in which the Management Board provides an overview of the financial, commercial and operational results of the various business units. The Chairs of the Audit, Risk & Compliance Committee and the Remuneration & Nomination Committee update the members of the Supervisory Board with the most important topics under discussion within these two committees. In 2023, the progress and successful closure of the IT transformation programme, BRIGHT, was also a recurring item.

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. The Supervisory Board regularly approves so-called reserved matters – relating to transactions that exceed threshold values or important decisions (such as raising financing) that require Supervisory Board approval – by email when required.

The composition of the board ensures a good mix of perspectives, which helps it perform its supervisory role effectively.

AUDIT, RISK & COMPLIANCE COMMITTEE

The Audit, Risk & Compliance Committee is a sub-committee of the Supervisory Board. Its objective is to ensure effective governance and supervision with regard to the integrity and quality of the financial reporting of VodafoneZiggo, including the adequacy of related disclosures, the performance of both the internal audit function and the external auditor and oversight of the systems of internal control, business risks and related compliance activities. The Audit, Risk & Compliance Committee is made up of four Supervisory Board Members; two from each of VodafoneZiggo’s shareholders.

Throughout 2023, the Audit, Risk & Compliance Committee held four sessions, with attendees including the CEO, CFO, Executive Director Technology, Executive Director External & Legal Affairs, Director Internal Audit & Financial Risk Management, partly the external auditors and subject matter experts. The committee engaged in diverse discussions that encompassed various updates and placed significant emphasis on enhancing cybersecurity measures. Additionally, there were four calls dedicated specifically to endorsing the quarterly press releases.

REMUNERATION & NOMINATION COMMITTEE

The second sub-committee of the Supervisory Board is the Remuneration & Nomination Committee, which met twice in 2023. The Executive Director HR attended part of those meetings. In 2023, the committee focused on the SLT talent review, succession planning and a deep-dive into the remuneration strategy, mainly focused on graduates and critical and scarce resources. Topics related to diversity, equity and inclusion were also discussed, such as the percentage of women in top management, which VodafoneZiggo increased from 34% in 2022 to 39% in 2023. Another subject was how to keep the company-wide engagement scores high, or even increase them, as the company has done year-on-year since the formation of the joint venture. Finally, the committee discussed the determination of bonus targets and verified the pay-out percentages for the variable remuneration of members of the SLT and SMT, before submitting these to the Supervisory Board for approval.

FINANCIAL STATEMENTS FOR THE 2023 FINANCIAL YEAR

The 2023 financial year ended on 31 December 2023. The financial statements for 2023 have been prepared by the Management Board, audited by KPMG Accountants N.V. and provided with an unqualified independent auditor’s report, see Independent auditor’s report. 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 2023.

FINAL REMARKS OF THE CHAIR

2023 was another challenging year for the Dutch economy, marked by low economic growth. Despite this, VodafoneZiggo delivered on all its guidance metrics and made significant progress on the execution of its strategy. The Supervisory Board highly appreciates the continued dedication and engagement of the VodafoneZiggo leadership and employees. In October, CEO Jeroen Hoencamp announced his intention to retire from VodafoneZiggo as of 1 May 2024. Jeroen successfully led the integration of Vodafone Netherlands and Ziggo and built a purpose-driven business culture marked by high employee engagement. The Supervisory Board thoroughly enjoyed working with Jeroen and I would like to thank him for his great leadership.

Serpil Timuray – Chair
Manuel Kohnstamm – Vice Chair
Charlie Bracken
Baptiest Coopmans
Sateesh Kamath
Carla Mahieu
John Otty
Huub Willems