Western Union 2015 Annual Report Download - page 97

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
2016 Proxy Statement | 79
CERTAIN TRANSACTIONS AND OTHER MATTERS
We or one of our subsidiaries may occasionally enter into
transactions with certain “related persons.” Related persons
include our executive officers, directors, nominees for
dire ctors, 5% or more b enef icial owners of our C om mo n S to ck ,
and immediate family members of these persons. We refer
to transactions involving amounts in excess of $120,000 and
in which the related person has a direct or indirect material
interest as “related person transactions.” Each related person
transaction must be approved or ratified in accordance with
the Company’s written Related Person Transactions Policy
by the Corporate Governance and Public Policy Committee
of the Board of Directors or, if the Corporate Governance
and Public Policy Committee of the Board of Directors
determines that the approval or ratification of such related
person transaction should be considered by all disinterested
members of the Board of Directors, by the vote of a majority
of such disinterested members.
The Corporate Governance and Public Policy Committee
considers all relevant factors when determining whether
to approve or ratify a related person transaction, including,
without limitation, the following:
• the size of the transaction and the amount payable to a
related person;
• the nature of the interest of the related person in the
transaction;
• whether the transaction may involve a conflict of interest;
and
• whether the transaction involves the provision of goods
or services to the Company that are available from
unaffiliated third parties and, if so, whether the transaction
is on terms and made under circumstances that are at
least as favorable to the Company as would be available
in comparable transactions with or involving unaffiliated
third parties.
The Company’s Related Person Transactions Policy
is available through the “Investor Relations, Corporate
Governance” portion of the Company’s website, www.wu.com.