Waste Management 2014 Annual Report Download - page 10

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 seven 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 2014 Annual Meeting of Stockholders, with the exception of
Mr. Gross who had an unavoidable schedule conflict. 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 Ms. Holt and Messrs. Clark, Reum, Weidemeyer and Gluski. (Mr. Gluski was appointed on
February 23, 2015, after the filing of our Annual Report on Form 10-K.) 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 nine meetings in
2014.
Our Board of Directors has determined that Mr. Gross and each of Ms. Holt and Messrs. Clark, Gluski and
Reum are Audit Committee financial experts as defined by the SEC based on a thorough review of their
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. Since 2001, he has served as Chairman of The Lovell Group, a private investment and advisory
firm. 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.
Ms. Holt has served as President and Chief Executive Officer of Proto Labs, Inc. since February 2014 and
was President and Chief Executive of Spartech Corporation from September 2010 to March 2013. Prior to
joining Spartech, she served as Senior Vice President of PPG Industries for over five years. Ms. Holt holds an
MBA from Pace University and a bachelor’s degree in chemistry from Duke University.
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