Western Union 2013 Annual Report Download - page 34

Corporate Governance PROXY STATEMENT
The Western Union Company – Proxy Statement | 16
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Independence of Directors
The Board of Directors has adopted Corporate Governance
Guidelines, which contain the standards that the Board
of Directors will use to determine whether a director is
independent. A director is not independent under these
categorical standards if:
• Thedirectoris,orhasbeenwithinthelastthreeyears,
an employee of Western Union, or an immediate family
member of the director is, or has been within the last
three years, an executive officer of Western Union.
• Thedirectorhasreceived,orhasanimmediatefamily
member who has received, during any 12-month period
within the last three years, more than $120,000 in
direct compensation from Western Union, other than
director and committee fees and pension or other forms
of deferred compensation for prior service (provided
such compensation is not contingent in any way on
continued service).
• (i)Thedirectorisacurrentpartneroremployeeofa
firm that is Western Union’s internal or external auditor;
(ii) the director has an immediate family member who is
a current partner of such a firm; (iii) the director has an
immediate family member who is a current employee
of such a firm and personally works on Western
Union’s audit; or (iv) the director or an immediate
family member was within the last three years a partner
or employee of such firm and personally worked on
Western Union’s audit within that time.
• Thedirectororanimmediatefamilymemberis,or
has been within the last three years, employed as
an executive officer of another company where any
of Western Union’s present executive officers at
the same time serves or served on that company’s
compensation committee.
• Thedirectorisacurrentemployee,oranimmediate
family member is a current executive officer, of a
company that has made payments to, or received
payments from, Western Union for property or services
in an amount which, in any of the last three fiscal years,
exceeded the greater of $1 million or 2% of such other
company’s consolidated gross revenues.
• Thedirectorisacurrentemployee,oranimmediate
family member is a current executive officer, of a
company which was indebted to Western Union, or to
which Western Union was indebted, where the total
amount of either company’s indebtedness to the other,
in any of the last three fiscal years, exceeded 5% or
more of such other company’s total consolidated assets.
• Thedirectororanimmediatefamilymemberisa
current officer, director, or trustee of a charitable
organization where Western Union’s (or an affiliated
charitable foundation’s) annual discretionary charitable
contributions to the charitable organization, in any
of the last three fiscal years, exceeded the greater
of $1 million or 5% of such charitable organization’s
consolidated gross revenues.
The Board has reviewed the independence of the current
directors under these standards and the rules of the
New York Stock Exchange (the ”NYSE”) and found
Mr. Devitre, Mr. Goodman, Mr. Greenberg, Ms. Holden,
Ms. Fayne Levinson, Mr. Mendoza, Mr. Miles, Mr. von
Schimmelmann, Ms. Fragos Townsend and Mr. Trujillo to
be independent.