Waste Management 2014 Annual Report Download - page 16

In determining whether to approve a related party transaction, the Nominating and Governance Committee
will consider, among other things, whether:
• the terms of the related party transaction are fair to the Company and such terms would be reasonable in
an arms-length transaction;
• there are business reasons for the Company to enter into the related party transaction;
• the related party transaction would impair the independence of any non-employee director;
• the related party transaction would present an improper conflict of interest for any director or executive
officer of the Company; and
• the related party transaction is material to the Company or the individual.
Any member of the Nominating and Governance Committee who has an interest in a transaction presented
for consideration will abstain from voting on the related party transaction.
The Nominating and Governance Committee’s consideration of related party transactions and its determination
of whether to approve such a transaction are reflected in the minutes of the Nominating and Governance
Committee’s meetings. The Company is not aware of any transactions that are required to be disclosed.
Special Committee
The Board of Directors appointed a Special Committee in November 2006 to make determinations
regarding the Company’s obligation to provide indemnification when and as may be necessary. The Special
Committee consists of Mr. Gross and Mr. Weidemeyer. The Special Committee held no meetings in 2014.
Board of Directors Governing Documents
Stockholders may obtain copies of our Corporate Governance Guidelines, the charters of the Audit
Committee, the MD&C Committee, and the Nominating and Governance Committee, and our Code of Conduct
free of charge by contacting the Corporate Secretary, c/o Waste Management, Inc., 1001 Fannin Street,
Suite 4000, Houston, Texas 77002 or by accessing the “Corporate Governance” section of the “Investor
Relations” page on our website at www.wm.com.
Non-Employee Director Compensation
Our non-employee director compensation program consists of equity awards and cash consideration, which
is recommended annually by the MD&C Committee with the assistance of an independent third-party consultant,
and set by action of the Board of Directors. The Board’s goal in designing directors’ compensation is to provide a
competitive package that will enable the Company to attract and retain highly skilled individuals with relevant
experience. The compensation also is designed to reward the time and talent required to serve on the board of a
company of our size and complexity. The Board seeks to provide sufficient flexibility in the form of
compensation delivered to meet the needs of different individuals while ensuring that a substantial portion of
directors’ compensation is linked to the long-term success of the Company.
Equity Compensation
Non-employee directors receive an annual grant of shares of Common Stock under the Company’s Stock
Incentive Plan. The shares are fully vested at the time of grant; however, non-employee directors are subject to
ownership guidelines discussed below. The grant of shares is generally made in two equal installments, and the
number of shares issued is based on the market value of our Common Stock on the dates of grant, which
historically have been January 15 and July 15 of each year. In February 2014, based on an analysis provided by
an independent third-party consultant, the MD&C Committee recommended, and the Board of Directors
approved, an increase in the value of the annual stock award granted to non-employee directors from $130,000 to
$140,000, effective with the award granted in July 2014. Accordingly, each non-employee director received a
grant of Common Stock valued at $65,000 on January 15, 2014 under the 2009 Stock Incentive Plan and a grant
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