Western Union 2013 Annual Report Download - page 35

Corporate Governance PROXY STATEMENT
17 | The Western Union Company – Proxy Statement
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Board Leadership Structure and Role in Risk Oversight
The Board has a non-executive Chairman. This position
is independent from management. The Chairman sets
the agendas for and presides over the Board meetings
as well as meetings of the independent directors. The
Chief Executive Officer is a member of the Board and
participates in its meetings. The Board believes that this
leadership structure is appropriate for the Company at
this time because it allows for independent oversight of
management, increases management accountability, and
encourages an objective evaluation of management’s
performance relative to compensation.
The Board regularly devotes time during its meetings to
review and discuss the most significant risks facing the
Company, and management’s process for identifying,
prioritizing, and responding to those risks. During
these discussions, the Chief Executive Officer, the
General Counsel, and the Chief Financial Officer
present management’s process for assessment of risks,
a description of the most significant risks facing the
Company, and any mitigating factors, plans, or policies in
place to address and monitor those risks. The Board has
also delegated risk oversight authority to its committees.
Consistent with the NYSE listing standards, to which
the Company is subject, the Audit Committee bears
responsibility for oversight of the Company’s policies with
respect to risk assessment and risk management and must
discuss with management the major risk exposures facing
the Company and the steps the Company has taken to
monitor and control such exposures. The Audit Committee
is also responsible for the oversight of the Company’s
compliance with legal and regulatory requirements, which
represent many of the most significant risks the Company
faces. During the Audit Committee’s discussion of risk,
the Company’s Chief Executive Officer, General Counsel,
Chief Financial Officer, Chief Compliance Officer, and
Chief Internal Auditor present information and participate
in discussions with the Audit Committee regarding risk and
risk management.
While the Board committee with primary oversight of
risk is the Audit Committee, the Board has delegated
to other committees the oversight of risks within their
areas of responsibility and expertise. For example, in light
of the breadth and number of responsibilities that the
Audit Committee must oversee, and the importance of
the evaluation and management of risk related to the
Company’s compliance programs and policies associated
with anti-money laundering laws, including investigations
or other matters that may arise in relation to such laws, the
Board formed a Compliance Committee to assist the Audit
Committee and the Board with oversight of those risks
to such Committee in 2013 (this function was previously
performed by the Corporate Governance and Public Policy
Committee). The Compliance Committee reports regularly
on these matters to the Board and Audit Committee and
during the Compliance Committee’s meetings, each of the
General Counsel and Chief Compliance Officer regularly
present to and participate in discussions. In addition, the
Compensation Committee oversees the risks associated
with the Company’s compensation practices, including
an annual review of the Company’s risk assessment of its
compensation policies and practices for its employees and
the Company’s succession planning process.