Western Union 2013 Annual Report Download - page 97

79 | The Western Union Company – Proxy Statement
Proposal 5 PROXY STATEMENT
NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
BOARD OF DIRECTORS
STATEMENT IN OPPOSITION TO STOCKHOLDER PROPOSAL
REGARDING POLITICAL CONTRIBUTIONS
The Board of Directors recommends that you vote AGAINST this proposal.
The Company has historically made an extremely limited number of political contributions, which are not financially
material to the Company. In 2013, 2012, and 2011, these contributions totaled approximately $11,500, $13,700, and
$32,000, respectively. In 2013, the Company’s total expenses relating to political contributions were de minimis when
compared to the Company’s total operating costs of approximately $4.4 billion.
The focus of the proposal appears to be on ensuring the transparency and accountability of the Company’s political
contributions. Our small number of corporate political contributions are already strictly controlled. On a limited basis
we have pursued and will continue to pursue efforts to help inform public policy decisions that have the potential
to affect our customers, employees, and the communities in which we operate. Accordingly, we maintain a formal
policy regarding political activities, political contributions and lobbying activities, which is contained in the Company’s
Code of Conduct and which is publicly available in the “Corporate Governance” section of our Investor Relations
website. That policy sets forth standards for participation in the political process by the Company and its employees.
With respect to political contributions, the Code of Conduct provides that the permission of the Company’s General
Counsel’s office is needed before any political contributions are made on behalf of the Company. Further, the Code of
Conduct provides that a senior executive officer of the Company’s Government Relations department and the General
Counsel’s office be consulted prior to contacting a government official or retaining a lobbyist.
The proposal also highlights a particular concern regarding the transparency of trade associations to which the
Company may belong. Participation as a member of these associations comes with the understanding that we
may not always agree with all of the positions of the organizations or other members but that we believe that the
associations take many positions and address many issues in a meaningful and influential manner and in a way that
will be to the Company’s benefit. We pay regular membership fees to such groups, but we do not normally make
additional, non-dues contributions to support a group’s targeted political contributions. Furthermore, we continually
evaluate our support of office-holders, industry groups, and other associations to focus on key supporters of initiatives
of value to the interests of Western Union and its stockholders. We have in place effective reporting and compliance
procedures to ensure that our political contributions are made in accordance with applicable law, and we closely
monitor the appropriateness and effectiveness of the political activities undertaken by the most significant trade
associations of which we are a member.
Moreover, the Company believes that significant disclosure regarding its political activities and related policies is
already publicly available, and given the small size of the Company’s contributions, the disclosure of the information
requested by the proposal would cause unnecessary work and distraction and would not be in the best interests of
the Company or its stockholders.