Western Union 2014 Annual Report Download - page 112

The Western Union Company – Proxy Statement | 94
Proposal 7 PROXY STATEMENT
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
BOARD’S STATEMENT OPPOSING THE PROPOSAL
After careful consideration, and for the following reasons, the Board believes that the proposal is not in the best
interests of the Company or its stockholders, and the Board recommends voting “AGAINST” this proposal.
The Company believes that its current policies, practices and procedures demonstrate our commitment
to human rights. While we share the proponent’s concern for human rights, we believe that adoption of this
proposal is unnecessary. The manner in which we conduct our global operations is consistent with the spirit and
intent of widely recognized international principles aimed at promoting human rights. Although governments
have the primary duty to protect and ensure fulfillment of human rights, the Company recognizes that it plays an
important role in respecting human rights in the communities in which it operates. Consider the following:
• The Company works cooperatively and constructively with host governments, communities and
nongovernmental organizations and engages with subject matter experts who help build on its
understanding of human rights issues relevant to its business.
• We are committed to operating in full compliance with applicable laws in every country where we conduct
business and our standard business practices require adherence to local, state, federal and international
laws and regulations on human rights matters, including with respect to forced labor and human
trafficking, two concerns highlighted in the proposal.
• Our employees are required by our Code of Conduct, which is available in the “Corporate Governance”
section of our Investor Relations website, to comply with the laws in the numerous countries in which
we operate.
• The Company participates in the United States Homeland Security Department’s Blue Campaign to fight
human trafficking through training efforts.
The formation of a new Board Committee on Human Rights, as this proposal contemplates, is
unnecessary because the Company already has an established Board committee that reviews and
advises the Board regarding matters of public policy and social responsibility. The Corporate Governance
and Public Policy Committee considers policies, programs and practices concerning a broad array of public policy
issues, including human rights. This Committee also has the power to form sub-committees to focus on particular
issues of concern, making an amendment to the By-Laws and the creation of another standing committee
unnecessary. The formation of a new Board Committee on Human Rights would add nothing to the range of
substantive issues currently considered by the existing committee and would, in fact, be duplicative.
The adoption of this proposal is potentially adverse to the interests of the Company and our
stockholders. Western Union has been a leader in adopting good governance practices in recent years, including
the declassification of the Board, granting stockholders the right to call a special meeting, and adopting a “proxy
access” By-Law amendment. Adopting good governance practices, however, should be driven by reasoned
consideration and thoughtful implementation rather than by good intentions that result in new but unnecessary
governance structures. The Board does not believe that amending the By-Laws to require the establishment of a
new committee on human rights is an effective way for the Company’s practices and goals to continually evolve
and improve in response to changing conditions. Instead, such an additional and redundant committee would
distract the Board from its other responsibilities to the Company and its stockholders without adding to the
Company’s existing commitment to human rights and social responsibility.
Required Vote
The affirmative vote of the holders of a majority of the outstanding Common Stock entitled to vote on the subject
matter is required to approve this Proposal 7.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 7.