Western Union 2015 Annual Report Download - page 35

2016 Proxy Statement | 17
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
CORPORATE GOVERNANCE
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK
OVERSIGHT
The Board has a non-executive Chairman. This position
is independent from management. The Chairman sets
the agendas for and presides over the Board meetings, as
well as meetings of the independent directors. The Chief
Executive Officer is a member of the Board and participates
in its meetings. The Board believes that this leadership
structure is appropriate for the Company at this time
because it allows for independent oversight of management,
increases management accountability, and encourages an
objective evaluation of management’s performance relative
to compensation.
The Board regularly devotes time during its meetings to review
and discuss the most significant risks facing the Company
and management’s process for identifying, prioritizing,
and responding to those risks. During these discussions,
the Chief Executive Officer, the General Counsel, and the
Chief Financial Officer present management’s process for
assessment of risks, a description of the most significant
risks facing the Company, and any mitigating factors, plans,
or policies in place to address and monitor those risks.
The Board has also delegated risk oversight authority to
its committees.
Consistent with the NYSE listing standards, to which
the Company is subject, the Audit Committee bears
responsibility for oversight of the Company’s policies with
respect to risk assessment and risk management and
must discuss with management the major risk exposures
facing the Company and the steps the Company has
taken to monitor and control such exposures. The Audit
Committee is also responsible for assisting Board oversight
of the Company’s compliance with legal and regulatory
requirements, which represent many of the most significant
risks the Company faces. During the Audit Committee’s
discussion of risk, the Company’s Chief Executive Officer,
Chief Financial Officer, General Counsel, Chief Compliance
Officer, and Chief Internal Auditor present information and
participate in discussions with the Audit Committee regarding
risk and risk management.
While the Board committee with primary oversight of
risk is the Audit Committee, the Board has delegated
to other committees the oversight of risks within their
areas of responsibility and expertise. For example, in
light of the breadth and number of responsibilities that
the Audit Committee must oversee, and the importance
of the evaluation and management of risk related to the
Company’s compliance programs and policies associated
with anti-money laundering laws, including investigations
or other matters that may arise in relation to such laws,
the Board formed a Compliance Committee in 2013 to
assist the Audit Committee and the Board with oversight
of those risks. This function was previously performed by
the Corporate Governance and Public Policy Committee.
The Compliance Committee reports regularly on these
matters to the Board and Audit Committee and during the
Compliance Committee’s meetings, each of the General
Counsel and Chief Compliance Officer regularly present and
participate in discussions. In addition, the Compensation
Committee oversees the risks associated with the Company’s
compensation practices, including an annual review of the
Company’s risk assessment of its compensation policies
and practices for its employees and the Company’s
succession planning process.