Western Union 2013 Annual Report Download - page 100

The Western Union Company – Proxy Statement | 82
Proposal 6 PROXY STATEMENT
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
BOARD OF DIRECTORS
STATEMENT IN OPPOSITION TO STOCKHOLDER PROPOSAL
REGARDING NEW BOARD COMMITTEE
The Board of Directors recommends that you vote AGAINST this proposal.
The proposal brought by the NorthStar Asset Management, Inc. Funded Pension Plan includes a binding resolution
that would amend Article III of the Company’s By-Laws and mandate the establishment of a standing Board
Committee on Human Rights. While we share the proponent’s concern for human rights, we believe that adoption of
this proposal is unnecessary as well as potentially adverse to the interests of the Company and our stockholders. We
have already implemented policies, practices and procedures that demonstrate our commitment to human rights and
believe that mandating an additional and unnecessary committee would interfere with the Board’s performance of its
other responsibilities.
The manner in which we conduct our global operations is consistent with the spirit and intent of widely recognized
international principles aimed at promoting human rights. Although governments have the primary duty to protect and
ensure fulfillment of human rights, the Company recognizes that it plays an important role in respecting human rights
in the communities in which it operates. Western Union works cooperatively and constructively with host governments,
communities and nongovernmental organizations and engages with subject matter experts who help build on its
understanding of human rights issues relevant to its business. We are committed to operating in full compliance with
applicable laws in every country where we conduct business. As such, our standard business practices require adherence
to local, state, federal and international laws and regulations on human rights matters, including with respect to
forced labor and human trafficking, two concerns highlighted in the proposal. Adherence to our Code of Conduct,
which is available in the “Corporate Governance” section of our Investor Relations website, requires our employees to
comply with such laws in the numerous countries in which we operate. As the proposal acknowledges, the Company
participates in the United States Homeland Security Department’s Blue Campaign to fight human trafficking through
training efforts. Our existing and publicly available Code of Conduct, employee policies and other guidelines substantially
incorporate laws and ethical principles pertaining to human trafficking and other human rights issues.
The proposal would mandate the establishment of a new committee that would review Company policies relating to
“human rights of individuals in the US and worldwide, including assessing the impacts of company operations and
supply chains on resources and public welfare in host communities.” This committee would have the power to “solicit
public input and to issue periodic reports to shareholders and the public.” The formation of a new Board Committee
on Human Rights, as this proposal contemplates, is unnecessary because the Company already has an established
Board committee that reviews and advises the Board regarding matters of public policy and social responsibility as
they relate to the Company. The Corporate Governance and Public Policy Committee is already charged with these
very duties and considers policies, programs and practices concerning a broad array of public policy issues, including
human rights. The Corporate Governance and Public Policy Committee also has the power to form sub-committees
to focus on particular issues of concern, making an amendment to the By-Laws and the creation of another standing
committee further unnecessary. The formation of a new Board Committee on Human Rights would add nothing to
the range of substantive issues currently considered by the existing committee and would, in fact, be duplicative.