Waste Management 2015 Annual Report Download - page 17

The Nominating and Governance Committee will review a detailed description of the transaction, including:
• the terms of the transaction;
• the business purpose of the transaction;
• the benefits to the Company and to the relevant related party; and
• whether the transaction would require a waiver of the Company’s Code of Conduct.
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. As discussed above under “Independence of Board Members,” the Company
reviewed all transactions between the Company and each entity with which a non-employee director is affiliated,
as well as all transactions between the Company and each entity with which an executive officer is affiliated, and
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 2015.
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, 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.
Director compensation 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. Our non-employee director
compensation was last increased in February 2014. 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 is also 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.
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