Waste Management 2011 Annual Report Download - page 19

Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy
Statement.
The Management Development and Compensation
Committee of the Board of Directors
Frank M. Clark, Jr., Chairman
Bradbury H. Anderson
Pastora San Juan Cafferty
John C. Pope
W. Robert Reum
Steven G. Rothmeier
Compensation Committee Interlocks and Insider Participation
During 2011, Ms. Cafferty and Messrs. Anderson, Clark, Pope, Reum, Rothmeier and Weidemeyer served
on the MD&C Committee. No member of the MD&C Committee was an officer or employee of Waste
Management during 2011; no member of the MD&C Committee is a former officer of the Company; and during
2011, none of our executive officers served as a member of a board of directors or compensation committee of
any entity that has one or more executive officers who serve on our board of directors or MD&C Committee.
The Nominating and Governance Committee
Mr. Weidemeyer has served as the Chairman of our Nominating and Governance Committee since May
2011. The other members of the Committee include Ms. Cafferty and Messrs. Anderson, Gross, Pope and Reum.
Each member of our Nominating and Governance Committee is independent in accordance with the rules and
regulations of the New York Stock Exchange. In 2011, the Nominating and Governance Committee met seven
times.
The Nominating and Governance Committee has a written charter that has been approved by the Board of
Directors and can be found on our website. It is the duty of the Nominating and Governance Committee to
oversee matters regarding corporate governance. In fulfilling its duties, the Nominating and Governance
Committee has the following responsibilities:
• Review and recommend the composition of our Board, including the nature and duties of each of our
committees, in accordance with our Corporate Governance Guidelines;
• Evaluate and recommend to the Board the compensation paid to our non-employee directors;
• Evaluate the charters of each of the committees and recommend directors to serve as committee chairs;
• Review individual director’s performance in consultation with the Chairman of the Board and review the
overall effectiveness of the Board;
• Recommend retirement policies for the Board, the terms for directors and the proper ratio of employee
directors to outside directors;
• Perform an annual review of its performance relative to its charter and report the results of its evaluation
to the full Board;
• Review stockholder proposals received for inclusion in the Company’s proxy statement and recommend
action to be taken with regard to the proposals to the Board; and
• Identify and recommend to the Board candidates to fill director vacancies.
Potential director candidates are identified through various methods; the Nominating and Governance
Committee welcomes suggestions from directors, members of management, and stockholders. From time to time,
the Nominating and Governance Committee uses outside consultants to assist it with identifying potential
director candidates.
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