Waste Management 2011 Annual Report Download - page 14

open-ended survey was also sent to over 100 senior personnel across the Company requesting their input relating
to risks, including assessment of likelihood and severity, and known controls and metrics to monitor the risks. In
addition, external stakeholders were interviewed to gather their views on risks that they perceived could have a
significant impact on the Company or the industry. Finally, responsible risk owners were asked to perform
in-depth analyses of their assigned risks to ensure the accuracy of their previous assessment and to ensure that
appropriate mitigating and/or monitoring activities are in place.
The Board of Directors and its committees meet in person approximately six times a year, including one
meeting that is dedicated specifically to strategic planning, and regular updates are given to the Board of
Directors on all Company risks. At each of these meetings, our President and Chief Executive Officer; principal
financial officer; and General Counsel are asked to report to the Board and, when appropriate, specific
committees. Additionally, other members of management and employees are requested to attend meetings and
present information, including those responsible for our Internal Audit, Environmental Audit, Business Ethics
and Compliance, Human Resources, Government Affairs, Risk Management, Safety and Accounting functions.
One of the purposes of these presentations is to provide direct communication between members of the Board
and members of management; the presentations provide members of the Board with the information necessary to
understand the risk profile of the Company, including information regarding the specific risk environment,
exposures affecting the Company’s operations and the Company’s plans to address such risks. In addition to
information regarding general updates to the Company’s operational and financial condition, management
reports to the Board on a number of specific issues meant to inform the Board about the Company’s outlook and
forecasts, and any impediments to meeting those or its pre-defined strategies generally. These direct
communications between management and the Board of Directors allow the Board to assess management’s
evaluation and management of the risks of the Company.
Management is encouraged to communicate with the Board of Directors with respect to extraordinary risk
issues or developments that may require more immediate attention between regularly scheduled Board meetings.
Mr. Reum, as Non-Executive Chairman, facilitates communications with the Board of Directors as a whole and is
integral in initiating the frank, candid discussions among the independent Board members necessary to ensure
management is adequately evaluating and managing the Company’s risks. These intra-Board communications are
essential in its oversight function. Additionally, all members of the Board are invited to attend all committee
meetings, regardless of whether the individual sits on the specific committee, and committee chairs report to the
full Board. These practices ensure that all issues affecting the Company are considered in relation to each other
and by doing so, risks that affect one aspect of our Company can be taken into consideration when considering
other risks.
In addition, the Audit Committee is responsible for ensuring that an effective risk assessment process is in
place, and quarterly reports are made to the Audit Committee on all financial and compliance risks in accordance
with New York Stock Exchange requirements.
Independence of Board Members
The Board of Directors has determined that each of the following eight non-employee director candidates is
independent in accordance with the New York Stock Exchange listing standards:
Bradbury H. Anderson
Pastora San Juan Cafferty
Frank M. Clark, Jr.
Patrick W. Gross
John C. Pope
W. Robert Reum
Steven G. Rothmeier
Thomas H. Weidemeyer
Mr. Steiner is an employee of the Company and, as such, is not considered an “independent” director.
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