Western Union 2013 Annual Report Download - page 41

Corporate Governance PROXY STATEMENT
23 | The Western Union Company – Proxy Statement
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Chief Executive Officer Succession Planning
The Company’s Board of Directors has developed a
governance framework for Chief Executive Officer
succession planning that is intended to provide for a
talent-rich leadership organization that can drive the
Company’s strategic objectives. Under its governance
framework, the Board of Directors:
• Reviews succession planning for the Chief Executive
Officer on an annual basis. As part of this process, the
Chief Executive Officer reviews the annual performance
of each member of the management team with the
Board and the Board engages in a discussion with the
Chief Executive Officer and the Chief Human Resources
Officer regarding each team member and the team
member’s development;
• Maintains a confidential plan to address any unexpected
short-term absence of the Chief Executive Officer and
identifies candidates who could act as interim Chief
Executive Officer in the event of any such unexpected
absence; and
• Ideally three to five years before the retirement of the
current Chief Executive Officer, manages the succession
process and determines the current Chief Executive
Officer’s role in that process.
Communications with the Board of Directors
Any stockholder or other interested party who desires
to contact the non-management directors or the other
members of the Company’s Board of Directors may do
so by writing to: The Western Union Company, Board of
Directors, 12500 East Belford Avenue, Mailstop M21A2,
Englewood, CO 80112. Communications that are intended
specifically for non-management directors should be
addressed to the attention of the Chairperson of the
Corporate Governance and Public Policy Committee. All
communications will be forwarded to the Chairperson of
the Corporate Governance and Public Policy Committee
unless the communication is specifically addressed
to another member of the Board, in which case, the
communication will be forwarded to that director.
Board Attendance at Annual Stockholders’ Meeting
Although the Company does not have a formal
policy regarding attendance by members of the
Board of Directors at the Company’s Annual Meeting
of Stockholders, it encourages directors to attend.
Nine of our ten members of the Board of Directors serving
at the time attended the Company’s 2013 Annual Meeting
of Stockholders.
Presiding Director of Non-Management Director Meetings
The non-management directors meet in regularly scheduled executive sessions without management. The Chairman of the
Board of Directors, Mr. Greenberg, is the presiding director at these meetings.
Nomination of Directors
The Company’s Board of Directors is responsible for
nominating directors for election by the stockholders and
filling any vacancies on the Board that may occur. The
Corporate Governance and Public Policy Committee is
responsible for identifying, screening, and recommending
candidates to the Board for Board membership. The
Corporate Governance and Public Policy Committee
does not have any single method for identifying director
candidates but will consider candidates suggested by
a wide range of sources, including by any stockholder,
director, or officer of the Company.