Waste Management 2013 Annual Report Download - page 14

An open-ended survey is also sent to about 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 are interviewed to gather their views on risks that they perceive could
have a significant impact on the Company or the industry. Finally, responsible risk owners are asked to perform
in-depth analyses of their assigned significant risks every three years to update their previous assessment and to
assess whether appropriate mitigating and/or monitoring activities are in place. The ERM Committee reviews the
assessment of risks made by the responsible risk owners and makes changes as it deems appropriate. The ERM
Committee also determines the Company’s most significant risks that should be considered further by the Board.
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; Chief 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, Information Technology, 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 seven non-employee director candidates is
independent in accordance with the New York Stock Exchange listing standards:
Bradbury H. Anderson
Frank M. Clark, Jr.
Patrick W. Gross
Victoria M. Holt
John C. Pope
W. Robert Reum
Thomas H. Weidemeyer
Mr. Steiner is an employee of the Company and, as such, is not considered an “independent” director.
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