Western Union 2013 Annual Report Download - page 33

Corporate Governance PROXY STATEMENT
15 | The Western Union Company – Proxy Statement
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Corporate Governance
Summary of Corporate Governance Practices
The Board of Directors believes that strong corporate
governance is key to long-term stockholder value creation.
Over the years, our Board of Directors has responded
to evolving governance standards by enhancing our
practices to best serve the interests of the Company’s
stockholders, including:
Annual election of directors (approved by
stockholders in 2012; phase-in began in 2013).
Proxy access. Our By-Laws permit qualifying stockholders
or groups of qualifying stockholders that have each
beneficially owned at least 3% of the Company’s
Common Stock for three years to nominate up to an
aggregate of 20% of the members of the Board and have
information and supporting statements regarding those
nominees included in the Company’s proxy statement.
Majority vote standard in uncontested elections.
Each director must be elected by a majority of votes
cast, rather than by a plurality.
Stockholder right to call special meetings.
No stockholder rights plan (“poison pill”).
No supermajority voting provisions in the
Company’s organizational documents.
Independent Board, except our Chief Executive
Officer. Our Board is comprised of all independent
directors, except our Chief Executive Officer.
Independent non-executive chairman. The
Chairman of the Board of Directors, Jack Greenberg, is
a non-executive independent director.
Independent Board committees. Each of the Audit,
Compensation, and Corporate Governance and Public
Policy Committees is made up of independent directors,
and all voting members of the Compliance Committee
are independent. Each standing committee operates
under a written charter that has been approved by
the Board.
Confidential stockholder voting. The Company’s
Corporate Governance Guidelines provide that the vote
of any stockholder will not be revealed to anyone other
than a non-employee tabulator of votes or an independent
election inspector, except as set forth therein.
Committee authority to retain independent
advisors. Each of the Audit, Compensation,
Compliance, and Corporate Governance and Public
Policy Committees has the authority to retain
independent advisors.
Robust codes of conduct. The Company is committed
to operating its business with honesty and integrity and
maintaining the highest level of ethical conduct. These
absolute values are embodied in our Code of Conduct
and require that every customer, employee, agent
and member of the public be treated accordingly. The
Company Code of Conduct applies to all employees,
but the Company’s senior financial officers are also
subject to an additional code of ethics, reflecting the
Company’s commitment to maintaining the highest
standards of ethical conduct. In addition, the Board of
Directors is subject to a Director’s Code of Conduct.
Stock ownership guidelines for senior executives
and directors. Significant stock ownership
requirements for our senior executives and directors
strongly link the interests of management and the
Board with those of stockholders.
Prohibition on pledging and hedging of Company
stock by senior executives and directors. As noted
below in “Compensation of Directors-Prohibition on
Pledging and Hedging of the Company’s Securities” and
“Compensation Discussion and Analysis-The Western
Union Executive Compensation Program-Prohibition on
Pledging and Hedging of the Company’s Securities,”
the Company’s insider trading policy prohibits the
Company’s executive officers and directors from
pledging the Company’s securities or engaging in
hedging or short-term speculative trading of the
Company’s securities, including, without limitation,
short sales or put or call options involving the
Company’s securities.
Stockholder engagement. The Company regularly
engages with its stockholders to better understand
their perspectives.
You can learn more about our corporate governance by
visiting the “Investor Relations, Corporate Governance”
portion of the Company’s website, www.wu.com, or by
writing to the attention of: Investor Relations, The Western
Union Company, 12500 East Belford Avenue, Mailstop
M23IR, Englewood, CO 8 0112.