Waste Management 2013 Annual Report Download - page 15

To assist the Board in determining independence, the Board of Directors adopted categorical standards of director
independence, which meet or exceed the requirements of the New York Stock Exchange. These standards specify
certain relationships that are prohibited in order for the non-employee director to be deemed independent. In addition to
these categorical standards, our Board makes a subjective determination of independence considering relevant facts
and circumstances. The Board reviewed all commercial and non-profit affiliations of each non-employee director and
the dollar amount of all transactions between the Company and each entity with which a non-employee director is
affiliated to determine independence. These transactions included the Company, through its subsidiaries, providing
waste management services in the ordinary course of business and the Company’s subsidiaries purchasing goods and
services in the ordinary course of business. The categorical standards our Board uses in determining independence are
included in our Corporate Governance Guidelines, which can be found on our website. The Board has determined that
each non-employee director candidate meets these categorical standards and that there are no other relationships that
would affect independence.
Meetings and Board Committees
Last year the Board held eight meetings and each committee of the Board met independently as set forth
below. Each director attended at least 75% of the meetings of the Board and the committees on which he or she
served. In addition, all directors attended the 2013 Annual Meeting of Stockholders. Although we do not have a
formal policy regarding director attendance at annual meetings, it has been longstanding practice that all directors
attend unless there are unavoidable schedule conflicts or unforeseen circumstances.
The Board appoints committees to help carry out its duties. In particular, Board committees work on key
issues in greater detail than would be possible at full Board meetings. Each committee reviews the results of its
meetings with the full Board, and all members of the Board are invited to attend all committee meetings. The
Board has three separate standing committees: the Audit Committee; the Management Development and
Compensation Committee (the “MD&C Committee”); and the Nominating and Governance Committee.
Additionally, the Board has the power to appoint additional committees, as it deems necessary. In 2006, the
Board appointed a Special Committee, as described below.
The Audit Committee
Mr. Gross has been the Chairman of our Audit Committee since May 2010. The other members of our Audit
Committee are Messrs. Clark, Reum and Weidemeyer. Each member of our Audit Committee satisfies the
additional New York Stock Exchange independence standards for audit committees set forth in Section 10A of
the Securities Exchange Act of 1934, as amended. Our Audit Committee held eight meetings in 2013.
SEC rules require that we have at least one financial expert on our Audit Committee. Our Board of Directors
has determined that Mr. Gross is an Audit Committee financial expert for purposes of the SEC’s rules based on a
thorough review of his education and financial and public company experience.
Mr. Gross was a founder of American Management Systems where he was principal executive officer for
over 30 years. He has served as Chairman of The Lovell Group, a private investment and advisory firm, since
2001. Mr. Gross holds an MBA from the Stanford University Graduate School of Business, a master’s degree in
engineering science from the University of Michigan and a bachelor’s degree in engineering science from
Rensselaer Polytechnic Institute.
The Audit Committee’s duties are set forth in a written charter that was approved by the Board of Directors.
A copy of the charter can be found on our website. The Audit Committee generally is responsible for overseeing
all matters relating to our financial statements and reporting, internal audit function and independent auditors. As
part of its function, the Audit Committee reports the results of all of its reviews to the full Board. In fulfilling its
duties, the Audit Committee, has the following responsibilities:
Administrative Responsibilities
• Report to the Board, at least annually, all public company audit committee memberships by members of
the Audit Committee;
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