Western Union 2015 Annual Report Download - page 46

28 | The Western Union Company
NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is currently comprised of five
independent directors and operates under a written charter
adopted by the Board. The Audit Committee reviews the
charter at least annually, reviewing it last in December 2015.
The charter is available through the “Investor Relations,
Corporate Governance” portion of the Company’s website,
www.wu.com.
The Board has the ultimate authority for effective corporate
governance, including the role of oversight of the management
of the Company. The Audit Committee’s purpose is to assist
the Board in fulfilling its oversight responsibilities with
respect to the Company’s consolidated financial statements,
independent registered public accounting firm qualifications
and independence, performance of the Company’s internal
audit function and independent registered public accounting
firm, and other matters identified in the Audit Committee
Charter. The Audit Committee relies on the expertise and
knowledge of management, the internal auditors and the
independent registered public accounting firm in carrying
out its responsibilities. Management is responsible for the
preparation, presentation, and integrity of the Company’s
consolidated financial statements, accounting and financial
reporting principles, internal control over financial reporting
and disclosure controls, and procedures designed to ensure
compliance with accounting standards, applicable laws,
and regulations. In addition, management is responsible
for objectively reviewing and evaluating the adequacy,
effectiveness, and quality of the Company’s system of
internal control. The Company’s independent registered
public accounting firm, Ernst & Young LLP, is responsible
for performing an independent audit of the consolidated
financial statements and for expressing an opinion on the
conformity of those financial statements with United States
generally accepted accounting principles. The Company’s
independent registered public accounting firm is also
responsible for expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
During fiscal year 2015, the Audit Committee fulfilled its duties
and responsibilities as outlined in its charter. Specifically, the
Audit Committee, among other actions:
• reviewed and discussed with management and the
independent registered public accounting firm the Company’s
quarterly earnings press releases, consolidated financial
statements, and related periodic reports filed with the SEC;
• reviewed with management, the independent registered
public accounting firm and the internal auditor,
management’s assessment of the effectiveness of the
Company’s internal control over financial reporting, and
the effectiveness of the Company’s internal control over
financial reporting;
• reviewed with the independent registered public accounting
firm, management, and the internal auditor, as appropriate,
the audit scope and plans of both the independent registered
public accounting firm and internal auditor;
• met in periodic executive sessions with each of
the independent registered public accounting firm,
management, and the internal auditor;
• received the written disclosures and the annual letter
from Ernst & Young LLP provided to us pursuant to
Public Company Accounting Oversight Board Ethics and
Independence Rule 3526, Communication with Audit
Committees Concerning Independence, concerning their
independence and discussed with Ernst & Young LLP their
independence; and
• reviewed and pre-approved all fees paid to Ernst & Young
LLP, as described in Proposal 3, and considered whether
Ernst & Young LLP’s provision of non-audit services to the
Company was compatible with the independence of the
independent registered public accounting firm.
The Audit Committee has reviewed and discussed with
the Company’s management and independent registered
public accounting firm the Company’s audited consolidated
financial statements and related footnotes for the fiscal year
ended December 31, 2015, and the independent registered
public accounting firm’s report on those financial statements.
Management represented to the Audit Committee that the
Company’s financial statements were prepared in accordance
with United States generally accepted accounting principles.
We have discussed with Ernst & Young LLP the matters
required to be discussed with the Audit Committee by Auditing
Standard No. 16, Communications with Audit Committees,
issued by the Public Company Accounting Oversight Board.
The Auditing Standard No. 16 communications include,
among other items, matters relating to the conduct of an audit
of the Company’s consolidated financial statements under
the standards of the Public Company Accounting Oversight
Board. This review included a discussion with management
and the independent registered public accounting firm about
the quality (not merely the acceptability) of the Company’s
accounting principles, the reasonableness of significant
estimates and judgments, and the disclosures in the
Company’s financial statements, including the disclosures
relating to critical accounting policies.
In reliance on the review and discussions described above,
we recommended to the Board of Directors, and the Board
approved, that the audited consolidated financial statements
and management’s assessment of the effectiveness of
internal control over financial reporting be included in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2015 for filing with the SEC.
Audit Committee
Richard A. Goodman (Chairperson)
Martin I. Cole
Linda Fayne Levinson
Roberto G. Mendoza
Michael A. Miles, Jr.