Western Union 2015 Annual Report Download - page 90

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
72 | The Western Union Company
PROPOSAL 4 STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS DISCLOSURE
BOARD’S STATEMENT OPPOSING THE PROPOSAL
After careful consideration, and for the following reasons, the Board believes that the proposal is not in the best interests
of the Company or its stockholders, and the Board recommends voting “AGAINST” this proposal.
The Company has historically made an extremely limited number of political contributions. The Company’s
political contributions are not financially material to the Company. In 2015, 2014, and 2013, these contributions totaled
approximately $10,000, $8,500, and $11,50 0, respectively. In 2015, the Company’s total expenses relating to political
contributions were de minimis when compared to the Company’s total operating costs of approximately $4.4 billion.
The Company is both transparent and accountable regarding its political contributions. On a limited basis, we have
pursued and will continue to pursue efforts to help inform public policy decisions that have the potential to affect our
customers, employees, and the communities in which we operate. To the extent this is done through a small number
of corporate political contributions, such contributions are already strictly controlled. Consider our current standards,
policies and practices regarding corporate political contributions:
• The Company maintains a formal policy regarding political activities, political contributions, and lobbying
activities, which is contained in the Company’s Code of Conduct and which is publicly available in the “Corporate
Governance” section of our Investor Relations website.
• Our policy contains standards for participating in the political process for both the Company and its employees.
• With respect to political contributions, the Company’s Code of Conduct provides that the permission of the
Company’s General Counsel’s office is needed before any political contributions are made on behalf of the
Company.
• The Company’s Code of Conduct also provides that a senior executive officer of the Company’s Government
Relations department and the General Counsel’s office be consulted prior to contacting a government official or
retaining a lobbyist.
The Company is also transparent and accountable regarding its membership in trade associations. Participation
as a trade association member comes with the understanding that we may not always agree with all of the positions
of the organizations or other members but that we believe that the associations we belong to take many positions
and address many issues in a meaningful and influential manner and in a way that will be to the Company’s benefit.
Consider the following:
• Although we must pay regular membership dues, we do not normally make additional non-dues contributions
to support a group’s targeted political contributions.
• We closely monitor the appropriateness and effectiveness of the political activities undertaken by the most
significant trade associations of which we are a member.
• Disclosure of political contributions made indirectly through trade associations could place the Company at a
competitive disadvantage by revealing its strategies and priorities.
• Requiring such disclosure may risk misrepresenting our political activities, as trade associations operate on an
independent basis, and we do not agree with all positions taken by trade associations on issues.
Significant disclosure regarding the Company’s political activities and related policies is already publicly available.
Consider the following:
• Under federal law, all contributions by the Western Union Political Action Committee, the sole political action
committee affiliated with the Company, are required to be reported, and a list of such contributions is publicly
available at the website of the United States Federal Election Commission.
• Contributions made directly by the Company are most frequently made to state-level candidates and
representatives who are required by state law to disclose such contributions.
• Federal law prohibits corporations from contributing corporate treasury funds to federal candidates or federal
campaign committees. Accordingly, we make none.