Waste Management 2014 Annual Report Download - page 14

Compensation Committee Report
The MD&C Committee has reviewed and discussed the Compensation Discussion and Analysis, beginning
on page 22, with management. Based on the review and discussions, the MD&C Committee recommended to the
Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy
Statement.
The Management Development and Compensation
Committee of the Board of Directors
Frank M. Clark, Jr., Chairman
Bradbury H. Anderson
Andrés R. Gluski
Victoria M. Holt
John C. Pope
W. Robert Reum
Compensation Committee Interlocks and Insider Participation
During 2014, 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 2014; no member of the
MD&C Committee is a former officer of the Company; and during 2014, 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 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 2014, 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,
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