Western Union 2015 Annual Report Download - page 42

24 | The Western Union Company
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
CORPORATE GOVERNANCE
DIRECTOR QUALIFICATIONS
General criteria for the nomination of director candidates
include experience, high ethical standards and integrity, skills,
diversity, ability to make independent analytical inquiries,
understanding of the Company’s business environment,
and willingness to devote adequate time to Board duties–
all in the context of an assessment of the perceived needs
of the Board at that point in time. In exercising its director
nomination responsibilities, the Corporate Governance
and Public Policy Committee considers diversity in gender,
ethnicity, geography, background, and cultural viewpoints
when considering director nominees, given the global nature
of the Company’s business. However, the Board has not
adopted a formal policy governing director diversity. The
effectiveness of the nomination process is evaluated by the
Board each year as part of its annual self-evaluation and by
the Corporate Governance and Public Policy Committee as it
evaluates and identifies director candidates.
Each director is expected to ensure that other existing and
planned future commitments do not materially interfere with
the member’s service as a Board or Committee member.
The Corporate Governance and Public Policy Committee will
consider candidates for election to the Board suggested in
writing by a stockholder and will make a recommendation
to the Board using the same criteria as it does in evaluating
candidates submitted by members of the Board of Directors.
If the Company receives such a suggestion, the Company
may request additional information from the candidate to
assist in its evaluation.
STOCKHOLDER NOMINEES
Stockholders may submit nominations for director
candidates by giving notice to the Corporate Secretary,
The Western Union Company, 12500 East Belford Avenue,
Mailstop M21A2, Englewood, CO 80112. The requirements
for the submission of such stockholder nominations are
set forth in Article II of the Company’s By-Laws, which are
available on the Company’s website, www.wu.com.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals, including stockholder director
nominations, requested to be included in the Company’s
Proxy Statement for its 2017 Annual Meeting of
Stockholders must be received by the Company not later
than November 30, 2016 and comply with the requirements
of Rule 14a-8, if applicable, and the Company’s By-laws.
Even if a proposal is not submitted in time to be considered
for inclusion in the Company’s Proxy Statement for its 2017
Annual Meeting of Stockholders, a proper stockholder
proposal or director nomination may still be considered
at the Company’s 2017 Annual Meeting of Stockholders,
but only if the proposal or nomination is received by the
Company no sooner than January 12, 2017 and no later
than February 11, 2017 and otherwise complies with the
Company’s By-Laws. All proposals or nominations a
stockholder wishes to submit at the meeting should be
directed to the Corporate Secretary, The Western Union
Company, 12500 East Belford Avenue, Mailstop M21A2,
Englewood, CO 80112.
CODE OF ETHICS
The Company’s Director’s Code of Conduct, Code of
Ethics for Senior Financial Officers, Reporting Procedure
for Accounting and Auditing Concerns, Professional
Conduct Policy for Attorneys, and the Code of Conduct are
available without charge through 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. In the event
of an amendment to, or a waiver from, the Company’s Code
of Ethics for Senior Financial Officers, the Company intends
to post such information on its website, www.wu.com.