Waste Management 2011 Annual Report Download - page 21

• the related party transaction would impair the independence of any non-employee director;
• the related party transaction would present an improper conflict of interest for any director or executive
officer of the Company; and
• the related party transaction is material to the Company or the individual.
Any member of the Nominating and Governance Committee who has an interest in a transaction presented
for consideration will abstain from voting on the related party transaction.
The Nominating and Governance Committee’s consideration of related party transactions and its
determination of whether to approve such a transaction are reflected in the minutes of the Nominating and
Governance Committee’s meetings. The Company is not aware of any transactions that are required to be
disclosed.
Special Committee
The Board of Directors appointed a Special Committee in November 2006 to make determinations
regarding the Company’s obligation to provide indemnification when and as may be necessary. The Special
Committee consists of Mr. Gross and Mr. Weidemeyer. The Special Committee held two meetings in 2011.
Board of Directors Governing Documents
Stockholders may obtain copies of our Corporate Governance Guidelines, the Charters of the Audit
Committee, the MD&C Committee, and the Nominating and Governance Committee, and our Code of Conduct
free of charge by contacting the Corporate Secretary, c/o Waste Management, Inc., 1001 Fannin Street,
Suite 4000, Houston, Texas 77002 or by accessing the “Corporate Governance” section of the “Investor
Relations” page on our website at http://www.wm.com.
Non-Employee Director Compensation
Our non-employee director compensation program consists of equity awards and cash consideration.
Compensation for directors is recommended annually by the Nominating and Governance Committee with the
assistance of an independent third-party consultant, and set by action of the Board of Directors. The Board’s goal
in designing directors’ compensation is to provide a competitive package that will enable the Company to attract
and retain highly skilled individuals with relevant experience. The compensation also is designed to reward the
time and talent required to serve on the board of a company of our size and complexity. The Board seeks to
provide sufficient flexibility in the form of compensation delivered to meet the needs of different individuals
while ensuring that a substantial portion of directors’ compensation is linked to the long-term success of the
Company.
Equity Compensation
Non-employee directors receive an annual grant of shares of Common Stock under the Company’s 2009
Stock Incentive Plan. There are no restrictions on the shares; however, non-employee directors are subject to
ownership guidelines that establish a minimum ownership standard and require that all net shares received in
connection with a stock award, after selling shares to pay all applicable taxes, be held during their tenure as a
director and for one year following termination of Board service. The grant of shares is made in two equal
installments and the number of shares issued is based on the market value of our Common Stock on the dates of
grant, which are January 15 and July 15 of each year. In 2011, the total annual equity grant to non-employee
directors was valued at $130,000 and each director received a grant valued at $65,000 on each of January 15,
2011 and July 15, 2011. In addition to the annual grant, Mr. Pope received a grant of shares valued at $100,000
for his service as Non-Executive Chairman of the Board in 2011, which was also awarded in two equal
installments on January 15 and July 15. The grant date fair value of the awards is equal to the number of shares
issued times the market value of our Common Stock on that date; there are no assumptions used in the valuation
of shares.
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