Western Union 2015 Annual Report Download - page 92

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
74 | The Western Union Company
PROPOSAL 5 STOCKHOLDER PROPOSAL
ESTABLISHING NEW BOARD COMMITTEE
ON HUMAN RIGHTS
NorthStar Asset Management Inc. Funded Pension Plan, P.O. Box 301840, Boston, MA 02130, owner of more than $2,000 worth
of shares of the Company’s Common Stock, has notified the Company that it intends to present a proposal for consideration
at the Annual Meeting. As required by the Exchange Act, the text of the stockholder proposal and supporting statement appear
as submitted to the Company by the proponent of the proposal. The Board and the Company accept no responsibility for the
contents of the proposal or the supporting statement.
BOARD COMMITTEE ON HUMAN RIGHTS
RESOLVED: Shareholders hereby amend Article III of the By-Laws, by inserting a new Section 11:
Section 11. Board Committee on Human Rights. There is established a Board Committee on Human Rights, to review the
implications of company policies, above and beyond matters of legal compliance, for the human rights of individuals in the
US and worldwide, including assessing the impacts of company operations and supply chains on resources and public
welfare in host communities.
The Board of Directors is authorized, by resolution, in its discretion and consistent with these By-Laws, the Articles of
Incorporation and applicable law to: (1) select the members of the Board Committee on Human Rights, (2) provide said
committee with funds for operating expenses, (3) adopt a charter to govern said Committee’s operations, (4) empower said
Committee to solicit public input and to issue periodic reports to shareholders and the public, at reasonable expense and
excluding confidential information, including but not limited to an annual report on the findings of the Board Committee,
and (5) any other measures within the Board’s discretion consistent with these By-Laws and applicable law. Nothing
herein shall restrict the power of the Board of Directors to manage the business and affairs of the company. The Board
Committee on Human Rights shall not incur any costs to the company except as authorized by the Board of Directors.
SUPPORTING STATEMENT
As reported by the Interfaith Center on Corporate Responsibility, the forceful exploitation of persons—for labor or sexual
purposes—is the third largest illegal “business” globally. Due to our Company’s popularity as a reputable financial conduit,
we may be unknowingly complicit in human trafficking transactions and subsequent exploitation.
The money transfer industry intersects with the lives of migrant workers. The right of migrant workers to live abroad
safely, complete gainful work that benefits both themselves and their host community, and send funds back to their home
countries is vital to our company’s success. Challenges to our clients’ ability to migrate freely and safely will harm our
bottom line.
Our Company’s continued operation without a strong human rights policy poses serious risks to our reputation and
share value. Western Union has faced numerous lawsuits based on predatory fees and unfair exchange rates, resulting
in millions of shareholder dollars being spent on settlements. The cost of unintentional involvement in violations of
fundamental human rights related to migration or trafficking must not be underestimated.
The proposed by-law would establish a separate Board Committee on Human Rights, which would elevate board level
oversight and governance regarding human rights issues raised by the company’s activities and policies and provide a
vehicle to fulfill the Board’s fiduciary responsibilities for oversight of these issues. The proposed by-law would establish
the vehicle of a Board Committee, but would leave the process of appointment and implementation of the Committee to
the full Board of Directors.