Waste Management 2013 Annual Report Download - page 19

Compensation Committee Interlocks and Insider Participation
During 2013, Ms. Cafferty, who passed away in April 2013, Ms. Holt, and Messrs. Anderson, Clark, Pope and
Reum served on the MD&C Committee. No member of the MD&C Committee was an officer or employee of the
Company during 2013; no member of the MD&C Committee is a former officer of the Company; and during 2013,
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. Holt 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 2013, the Nominating and Governance Committee met five 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 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.
For all potential candidates, the Nominating and Governance Committee considers all factors it deems
relevant, such as a candidate’s personal and professional integrity and sound judgment, business and professional
skills and experience, independence, possible conflicts of interest, diversity, and the potential for effectiveness, in
conjunction with the other directors, to serve the long-term interests of the stockholders. While there is no formal
policy with regard to consideration of diversity in identifying director nominees, the Committee considers
diversity in business experience, professional expertise, gender and ethnic background, along with various other
factors when evaluating director nominees. The Committee uses a matrix of functional and industry experiences
to develop criteria to select candidates. Before being nominated by the Nominating and Governance Committee,
director candidates are interviewed by the Chief Executive Officer and a minimum of two members of the
Nominating and Governance Committee, including the Non-Executive Chairman of the Board. Additional
interviews may include other members of the Board, representatives from senior levels of management and an
outside consultant.
The Nominating and Governance Committee will consider all potential nominees on their merits without
regard to the source of recommendation. The Nominating and Governance Committee believes that the
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