Waste Management 2015 Annual Report Download - page 16

• 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. In 2015, the Nominating and Governance Committee retained an outside consultant who
identified Ms. Kathleen M. Mazzarella as a potential director candidate. Our Board of Directors elected
Ms. Mazzarella as a member of the Board effective October 1, 2015, and she was appointed to the MD&C
Committee and the Nominating and Governance Committee. She is a nominee for re-election at the annual
meeting.
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
nominating process will and should continue to involve significant subjective judgments. To suggest a nominee
for consideration by the Nominating and Governance Committee, you should submit your candidate’s name,
together with biographical information and his or her written consent to nomination to the Chairman of the
Nominating and Governance Committee, Waste Management, Inc., 1001 Fannin Street, Houston, Texas 77002,
between October 27, 2016 and November 26, 2016.
Related Party Transactions
The Board of Directors has adopted a written Related Party Transactions Policy for the review and approval
or ratification of related party transactions. Our policy generally defines related party transactions as current or
proposed transactions in excess of $120,000 in which (i) the Company is a participant and (ii) any director,
executive officer or immediate family member of any director or executive officer has a direct or indirect
material interest. In addition, the policy sets forth certain transactions that will not be considered related party
transactions, including (i) executive officer compensation and benefit arrangements; (ii) director compensation
arrangements; (iii) business travel and expenses, advances and reimbursements in the ordinary course of
business; (iv) indemnification payments and advancement of expenses, and payments under directors’ and
officers’ indemnification insurance policies; (v) any transaction between the Company and any entity in which a
related party has a relationship solely as a director, a less than 5% equity holder, or an employee (other than an
executive officer); and (vi) purchases of Company debt securities, provided that the related party has a passive
ownership of no more than 2% of the principal amount of any outstanding series. The Nominating and
Governance Committee is responsible for overseeing the policy.
All executive officers and directors are required to notify the Chief Legal Officer or the Corporate Secretary
as soon as practicable of any proposed transaction that they or their family members are considering entering into
that involves the Company. The Chief Legal Officer will determine whether potential transactions or
relationships constitute related party transactions that must be referred to the Nominating and Governance
Committee.
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