Western Union 2015 Annual Report Download - page 93

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
2016 Proxy Statement | 75
PROPOSAL 5 STOCKHOLDER PROPOSAL ESTABLISHING NEW BOARD COMMITTEE ON HUMAN RIGHTS
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 believes that its current policies, practices and procedures demonstrate our commitment to
human rights. While we share the proponent’s concern for human rights, we believe that adoption of this proposal is
unnecessary. The manner in which we conduct our global operations is consistent with the spirit and intent of widely
recognized international principles aimed at promoting human rights. Although governments have the primary duty to
protect and ensure fulfillment of human rights, the Company recognizes that it plays an important role in respecting
human rights in the communities in which it operates. Consider the following:
• The Company works cooperatively and constructively with host governments, communities and nongovernmental
organizations and engages with subject matter experts who help build on its understanding of human rights
issues relevant to its business.
• We are committed to operating in full compliance with applicable laws in every country where we conduct
business and our standard business practices require adherence to local, state, federal, and international laws
and regulations on human rights matters, including with respect to forced labor and human trafficking, two
concerns highlighted in the proposal.
• Our employees are required by our Code of Conduct, which is publicly available in the “Corporate Governance”
section of our Investor Relations website, to comply with the laws in the numerous countries in which we operate.
• The Company participates in the United States Homeland Security Department’s Blue Campaign to fight human
trafficking through training efforts.
The formation of a new Board Committee on Human Rights, as this proposal contemplates, is unnecessary because
the Company already has an established Board committee that reviews and advises the Board regarding matters
of public policy and social responsibility. The Corporate Governance and Public Policy Committee considers policies,
programs and practices concerning a broad array of public policy issues, including human rights. This Committee
also has the power to form sub-committees to focus on particular issues of concern, making an amendment to the
By-Laws and the creation of another standing committee unnecessary. The formation of a new Board Committee on
Human Rights would add nothing to the range of substantive issues currently considered by the existing committee
and would, in fact, be duplicative.
The adoption of this proposal is potentially adverse to the interests of the Company and our stockholders. Western
Union has been a leader in adopting good governance practices in recent years, including the declassification of the Board,
granting stockholders the right to call a special meeting, and adopting a “proxy access” By-Law amendment. Adopting
good governance practices, however, should be driven by reasoned consideration and thoughtful implementation
rather than by good intentions that result in new but unnecessary governance structures. The Board does not believe
that amending the By-Laws to require the establishment of a new committee on human rights is an effective way for
the Company’s practices and goals to continually evolve and improve in response to changing conditions. Instead,
such an additional and redundant committee would distract the Board from its other responsibilities to the Company
and its stockholders without adding to the Company’s existing commitment to human rights and social responsibility.
Required Vote
The affirmative vote of the holders of a majority of the outstanding Common Stock entitled to vote on the subject matter
is required to approve this Proposal 5.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 5.