Western Union 2015 Annual Report Download - page 41

2016 Proxy Statement | 23
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
CORPORATE GOVERNANCE
CHIEF EXECUTIVE OFFICER SUCCESSION PLANNING
The Company’s Board of Directors has developed a
governance framework for Chief Executive Officer
succession planning that is intended to provide for a talent-
rich leadership organization that can drive the Company’s
strategic objectives. Under its governance framework, the
Board of Directors:
• Reviews succession planning for the Chief Executive
Officer on an annual basis. As part of this process, the
Chief Executive Officer reviews the annual performance of
each member of the management team with the Board
and the Board engages in a discussion with the Chief
Executive Officer and the Chief Human Resources Officer
regarding each team member and the team member’s
development;
• Maintains a confidential plan to address any unexpected
short-term absence of the Chief Executive Officer and
identifies candidates who could act as interim Chief
Executive Officer in the event of any such unexpected
absence; and
• Ideally three to five years before the retirement of the
current Chief Executive Officer, manages the succession
process and determines the current Chief Executive
Officer’s role in that process.
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Any stockholder or other interested party who desires to
contact the non-management directors or Mr. Ersek in his
capacity as a director, may do so by writing to: The Western
Union Company, Board of Directors, 12500 East Belford Avenue,
Mailstop M21A2, Englewood, CO 80112. Communications
that are intended specifically for non-management directors
should be addressed to the attention of the Chairperson of
the Corporate Governance and Public Policy Committee. All
communications will be forwarded to the Chairperson of the
Corporate Governance and Public Policy Committee unless
the communication is specifically addressed to another
member of the Board, in which case, the communication will
be forwarded to that director.
BOARD ATTENDANCE AT ANNUAL STOCKHOLDERS’
MEETING
Although the Company does not have a formal policy
regarding attendance by members of the Board of Directors
at the Company’s Annual Meeting of Stockholders, it
encourages directors to attend.
Ten of the 12 members of the Board of Directors serving at
the time attended the Company’s 2015 Annual Meeting of
Stockholders.
PRESIDING DIRECTOR OF NON-MANAGEMENT DIRECTOR
MEETINGS
The non-management directors meet in regularly scheduled executive sessions without management. The Chairman of the
Board of Directors, Mr. Greenberg, is the presiding director at these meetings.
NOMINATION OF DIRECTORS
The Company’s Board of Directors is responsible for
nominating directors for election by the stockholders and
filling any vacancies on the Board that may occur. The
Corporate Governance and Public Policy Committee is
responsible for identifying, screening, and recommending
candidates to the Board for Board membership. The
Corporate Governance and Public Policy Committee
does not have any single method for identifying director
candidates but will consider candidates suggested by a wide
range of sources, including by any stockholder, director, or
officer of the Company.