Western Union 2015 Annual Report Download - page 34

16 | The Western Union Company
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
CORPORATE GOVERNANCE
INDEPENDENCE OF DIRECTORS
The Board of Directors has adopted Corporate Governance
Guidelines, which contain the standards that the Board of
Directors use to determine whether a director is independent.
A director is not independent under these categorical
standards if:
• The director is, or has been within the last three years,
an employee of Western Union, or an immediate family
member of the director is, or has been within the last three
years, an executive officer of Western Union.
• The director has received, or has an immediate family
member who has received, during any 12-month period
within the last three years, more than $120,000 in direct
compensation from Western Union, other than director
and committee fees and pension or other forms of
deferred compensation for prior service (provided such
compensation is not contingent in any way on continued
service).
• (i) The director is a current partner or employee of a firm
that is Western Union’s internal or external auditor; (ii) the
director has an immediate family member who is a current
partner of such a firm; (iii) the director has an immediate
family member who is a current employee of such a firm
and personally works on Western Union’s audit; or (iv) the
director or an immediate family member was within the
last three years a partner or employee of such firm and
personally worked on Western Union’s audit within that
time.
• The director or an immediate family member is, or has
been within the last three years, employed as an executive
officer of another company where any of Western Union’s
present executive officers at the same time serves or
served on that company’s compensation committee.
• The director is a current employee, or an immediate family
member is a current executive officer, of a company
that has made payments to, or received payments from,
Western Union for property or services in an amount
which, in any of the last three fiscal years, exceeded
the greater of $1 million or 2% of such other company’s
consolidated gross revenues.
• The director is a current employee, or an immediate family
member is a current executive officer, of a company which
was indebted to Western Union, or to which Western Union
was indebted, where the total amount of either company’s
indebtedness to the other, in any of the last three fiscal
years, exceeded 5% or more of such other company’s total
consolidated assets.
• The director or an immediate family member is a current
officer, director, or trustee of a charitable organization
where Western Union’s (or an affiliated charitable
foundation’s) annual discretionary charitable contributions
to the charitable organization, in any of the last three fiscal
years, exceeded the greater of $1 million or 5% of such
charitable organization’s consolidated gross revenues.
The Board has reviewed the independence of the current
directors and director nominee under these standards and
the rules of the New York Stock Exchange (the “NYSE”) and
found each of Mr. Cole, Ms. Fayne Levinson, Mr. Goodman,
Mr. Greenberg, Ms. Holden, Mr. Joerres, Mr. Mendoza, Mr.
Miles, Mr. Selander, Ms. Fragos Townsend and Mr. Trujillo to
be independent.