Western Union 2015 Annual Report Download - page 33

2016 Proxy Statement | 15
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
CORPORATE GOVERNANCE
SUMMARY OF CORPORATE GOVERNANCE PRACTICES
The Board of Directors believes that strong corporate
governance is key to long-term stockholder value creation.
Over the years, our Board of Directors has responded to
evolving governance standards by enhancing our practices
to best serve the interests of the Company’s stockholders,
including:
✓ Annual election of directors.
✓ Proxy access. Our By-Laws permit qualifying stockholders
or groups of qualifying stockholders that have each
beneficially owned at least 3% of the Company’s Common
Stock for three years to nominate up to an aggregate of
20% of the members of the Board and have information
and supporting statements regarding those nominees
included in the Company’s proxy statement.
✓ Majority vote standard in uncontested elections. In an
uncontested election, each director must be elected by a
majority of votes cast, rather than by a plurality.
✓ Stockholder right to call special meetings.
✓ No stockholder rights plan (“poison pill”).
✓ No supermajority voting provisions in the Company’s
organizational documents.
✓ Independent Board, except our Chief Executive Officer.
Our Board is comprised of all independent directors,
except our Chief Executive Officer.
✓ Independent non-executive chairman. The Chairman of
the Board of Directors, Jack Greenberg, is a non-executive
independent director.
✓ Independent Board committees. Each of the Audit,
Compensation, and Corporate Governance and Public
Policy Committees is made up of independent directors,
and all voting members of the Compliance Committee are
independent. Each standing committee operates under a
written charter that has been approved by the Board.
✓ Confidential stockholder voting. The Company’s
Corporate Governance Guidelines provide that the vote
of any stockholder will not be revealed to anyone other
than a non-employee tabulator of votes or an independent
election inspector, except under circumstances set forth
in the Company’s Corporate Governance Guidelines.
✓ Committee authority to retain independent advisors.
Each of the Audit, Compensation, Compliance, and
Corporate Governance and Public Policy Committees has
the authority to retain independent advisors.
✓ Robust codes of conduct. The Company is committed
to operating its business with honesty and integrity and
maintaining the highest level of ethical conduct. These
absolute values are embodied in our Code of Conduct and
require that every customer, employee, agent and member
of the public be treated accordingly. The Company Code
of Conduct applies to all employees, but the Company’s
senior financial officers are also subject to an additional
code of ethics, reflecting the Company’s commitment to
maintaining the highest standards of ethical conduct. In
addition, the Board of Directors is subject to a Director’s
Code of Conduct.
✓ Stock ownership guidelines for senior executives and
directors. Robust stock ownership requirements for our
senior executives and directors strongly link the interests
of management and the Board with those of stockholders.
✓ Prohibition against pledging and hedging of Company
stock by senior executives and directors. The Company’s
insider trading policy prohibits the Company’s executive
officers and directors from pledging the Company’s
securities or engaging in hedging or short-term speculative
trading of the Company’s securities, including, without
limitation, short sales or put or call options involving the
Company’s securities. Please see “Compensation of
Directors—Prohibition Against Pledging and Hedging of
the Company’s Securities” and “Compensation Discussion
and Analysis—The Western Union Executive Compensation
Program—Prohibition Against Pledging and Hedging of the
Company’s Securities,” below.
✓ Stockholder engagement. The Company regularly
engages with its stockholders to better understand their
perspectives.
You can learn more about our corporate governance by
visiting 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.