Western Union 2013 Annual Report Download - page 42

Corporate Governance PROXY STATEMENT
The Western Union Company – Proxy Statement | 24
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Director Qualifications
General criteria for the nomination of director candidates
include experience, high ethical standards and integrity,
skills, diversity, ability to make independent analytical
inquiries, understanding of the Company’s business
environment, and willingness to devote adequate time
to Board duties—all in the context of an assessment of
the perceived needs of the Board at that point in time.
In exercising its director nomination responsibilities, the
Corporate Governance and Public Policy Committee
considers diversity in gender, ethnicity, background, and
cultural viewpoints when considering director nominees,
given the global nature of the Company’s business.
However, the Board has not adopted a formal policy
governing director diversity. The effectiveness of the
nomination process is evaluated by the Board each year
as part of its annual self-evaluation and by the Corporate
Governance and Public Policy Committee as it evaluates
and identifies director candidates.
Each director is expected to ensure that other existing and
planned future commitments do not materially interfere
with the member’s service as a Board or Committee
member. The Corporate Governance and Public Policy
Committee will consider candidates for election to the
Board suggested in writing by a stockholder and will make
a recommendation to the Board using the same criteria
as it does in evaluating candidates submitted by members
of the Board of Directors. If the Company receives such
a suggestion, the Company may request additional
information from the candidate to assist in its evaluation.
Stockholder Nominees
Stockholders may submit nominations for director
candidates by giving notice to the Secretary of the
Company at 12500 East Belford Avenue, Mailstop
M21A2, Englewood, CO 80112. The requirements for the
submission of such stockholder nominations are set forth
in Article II of the Company’s By-Laws, which are available
on the Company’s website, www.wu.com.
Submission of Stockholder Proposals
Stockholder proposals, including stockholder director
nominations, requested to be included in the Company’s
Proxy Statement for its 2015 Annual Meeting of Stockholders
must be received by the Company not later than December 3,
2014 and comply with the requirements of Rule 14a-8, if
applicable, and the Company’s By-laws. Even if a proposal
is not submitted in time to be considered for inclusion in the
Company’s Proxy Statement for its 2015 Annual Meeting
of Stockholders, a proper stockholder proposal or director
nomination may still be considered at the Company’s 2015
Annual Meeting of Stockholders, but only if the proposal
or nomination is received by the Company no sooner than
January 16, 2015 and no later than February 15, 2015
and otherwise complies with the Company’s By-Laws. All
proposals or nominations a stockholder wishes to submit
at the meeting should be directed to Corporate Secretary,
The Western Union Company, 12500 East Belford Avenue,
Mailstop M21A2, Englewood, CO 8 0112.
Code of Ethics
The Company’s Director’s Code of Conduct, Code of
Ethics for Senior Financial Officers, Reporting Procedure for
Accounting and Auditing Concerns, Professional Conduct
Policy for Attorneys, and the Code of Conduct are
available without charge through 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 80112. In the event of an amendment to, or a waiver
from, the Company’s Code of Ethics for Senior Financial
Officers, the Company intends to post such information on
its website, www.wu.com.