Western Union 2014 Annual Report Download - page 47

29 | The Western Union Company – Proxy Statement
NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Report of the Audit Committee PROXY STATEMENT
Report of the Audit Committee
The Audit Committee is comprised of three or more directors and operates under a written charter adopted by the Board.
The Audit Committee reviews the charter at least annually, updating it last in December 2014. The charter is available
through the “Investor Relations, Corporate Governance” portion of the Company’s website, www.wu.com.
The Board has the ultimate authority for effective corporate governance, including the role of oversight of the
management of the Company. The Audit Committee’s purpose is to assist the Board in fulfilling its oversight
responsibilities with respect to the Company’s consolidated financial statements, independent registered public accounting
firm qualifications and independence, performance of the Company’s internal audit function and independent registered
public accounting firm, and other matters identified in the Audit Committee Charter. The Audit Committee relies on
the expertise and knowledge of management, the internal auditors and the independent registered public accounting
firm in carrying out its responsibilities. Management is responsible for the preparation, presentation, and integrity of the
Company’s consolidated financial statements, accounting and financial reporting principles, internal control over financial
reporting and disclosure controls, and procedures designed to ensure compliance with accounting standards, applicable
laws, and regulations. In addition, management is responsible for objectively reviewing and evaluating the adequacy,
effectiveness, and quality of the Company’s system of internal control. The Company’s independent registered public
accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of the consolidated financial
statements and for expressing an opinion on the conformity of those financial statements with United States generally
accepted accounting principles. The Company’s independent registered public accounting firm is also responsible for
expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
During fiscal year 2014, the Audit Committee fulfilled its duties and responsibilities as outlined in its charter. Specifically,
the Audit Committee, among other actions:
• reviewed and discussed with management and the independent registered public accounting firm the Company’s
quarterly earnings press releases, consolidated financial statements, and related periodic reports filed with the SEC;
• reviewed with management, the independent registered public accounting firm and the internal auditor, management’s
assessment of the effectiveness of the Company’s internal control over financial reporting, and the effectiveness of the
Company’s internal control over financial reporting;
• reviewed with the independent registered public accounting firm, management and the internal auditor, as appropriate,
the audit scope, and plans of both the independent registered public accounting firm and internal auditor;
• met in periodic executive sessions with each of the independent registered public accounting firm, management, and
the internal auditor;
• received the written disclosures and the annual letter from Ernst & Young LLP provided to us pursuant to
Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit
Committees Concerning Independence, concerning their independence and discussed with Ernst & Young LLP their
independence; and
• reviewed and pre-approved all fees paid to Ernst & Young LLP, as described in Proposal 4, and considered whether
Ernst & Young LLP’s provision of non-audit services to the Company was compatible with the independence of the
independent registered public accounting firm.
The Audit Committee has reviewed and discussed with the Company’s management and independent registered public
accounting firm the Company’s audited consolidated financial statements and related footnotes for the fiscal year ended
December 31, 2014, and the independent registered public accounting firm’s report on those financial statements.
Management represented to the Audit Committee that the Company’s financial statements were prepared in accordance
with United States generally accepted accounting principles.