Western Union 2014 Annual Report Download - page 43

Corporate Governance PROXY STATEMENT
25 | The Western Union Company – Proxy Statement
NOTICE OF 2015 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 Corporate Secretary, The
Western Union Company, 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 2016 Annual Meeting of
Stockholders must be received by the Company not later
than December 3, 2015 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 2016
Annual Meeting of Stockholders, a proper stockholder
proposal or director nomination may still be considered
at the Company’s 2016 Annual Meeting of Stockholders,
but only if the proposal or nomination is received by the
Company no sooner than January 16, 2016 and no later
than February 15, 2016 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 the Corporate Secretary, The Western Union
Company, 12500 East Belford Avenue, Mailstop M21A2,
Englewood, CO 80112.
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.