Committees of the Board of Directors

The current members of each Board Committee are indicated in the table below.

DIRECTOR   AUDIT   CORPORATE
GOVERNANCE &
PUBLIC POLICY
  COMPENSATION
& BENEFITS
  COMPLIANCE
Martin I. Cole            
Hikmet Ersek              
Richard A. Goodman            
Betsy D. Holden            
Jeffrey A. Joerres             
Roberto G. Mendoza            
Michael A. Miles, Jr.            
Robert W. Selander            
Frances Fragos Townsend            
Solomon D. Trujillo            

–Chairman of the Board
–Committee Chair
–Non-voting member

BOARD AND COMMITTEE GOVERNING DOCUMENTS

Each committee operates under a charter approved by the Board. The Company’s Audit Committee Charter, Compensation and Benefits Committee Charter, Corporate Governance and Public Policy Committee Charter, Compliance Committee Charter, and Corporate Governance Guidelines are available without charge through the “Investor Relations, Corporate Governance” portion of the Company’s website, www.westernunion.com, or by writing to the attention of: Investor Relations, The Western Union Company, 12500 East Belford Avenue, Mailstop M23IR, Englewood, CO 80112.

Audit Committee

“During 2017, the Audit Committee continued to oversee financial reporting, internal audit and legal and regulatory matters, with a strong focus on the Company’s controls and culture of compliance. The Committee is continuing to focus on these areas and risk management and mitigation in 2018.”

Richard A. Goodman, Committee Chair

Additional Committee Members: Martin I. Cole, Betsy D. Holden, Michael A. Miles, Jr., and Solomon D. Trujillo

Meetings Held in 2017: 8

Primary Responsibilities: Pursuant to its charter, the Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to:

  • integrity of the Company’s consolidated financial statements;

  • compliance with legal and regulatory requirements;

  • independent registered public accounting firm qualifications, independence and compensation; and

  • performance of the Company’s internal audit function and independent registered public accounting firm.

Independence: Each member of the Audit Committee meets the independence requirements of our Corporate Governance Guidelines, the NYSE and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as the Board has determined, has no material relationship with the Company. Each member of the Audit Committee is financially literate, knowledgeable, and qualified to review financial statements. The Board has designated Mr. Goodman as a “financial expert” as defined by Item 407(d) of Regulation S-K.

Service on Other Audit Committees: No director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee. Currently, none of the Audit Committee members serve on more than three public company audit committees (including the Company’s Audit Committee).

Compensation and Benefits Committee

“In 2017, the Compensation Committee continued to emphasize actions and behaviors that build a foundation for the long-term strength and performance of the Company through the Company’s executive compensation program and by continuing to focus on organizational health.”

Betsy D. Holden, Committee Chair

Additional Committee Members: Richard A. Goodman, Jeffrey A. Joerres, and Robert W. Selander

Meetings Held in 2017: 5

Primary Responsibilities: Pursuant to its charter, the Compensation Committee has the authority to administer, interpret, and take any actions it deems appropriate in connection with any incentive compensation or equity-based plans of the Company, any salary or other compensation plans for officers and other key employees of the Company, and any employee benefit or fringe benefit plans, programs or policies of the Company. Among other things, the Compensation Committee is responsible for:

  • in consultation with senior management, establishing the Company’s general compensation philosophy, and overseeing the development and implementation of compensation and benefits policies;

  • reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and other executive officers, evaluating the performance of the CEO and other executive officers in light thereof, and setting compensation levels and other benefits for the CEO (with the ratification by the independent directors of the Board) and other executive officers based on this evaluation;

  • reviewing and making recommendations to the Board regarding severance or similar termination agreements with the Company’s CEO or to any person being considered for promotion or hire into the position of CEO;

  • approving grants and/or awards of options, restricted stock, restricted stock units, and other forms of equity-based compensation under the Company’s equity-based plans;

  • reviewing with management and preparing an annual report regarding the Company’s Compensation Discussion and Analysis to be included in the Company’s Proxy Statement and Annual Report;

  • in consultation with the CEO, reviewing management succession planning;

  • reviewing and recommending to the Board of Directors compensation for non-employee directors; and

  • periodically reviewing the overall effectiveness of the Company’s principal strategies related to human capital management, recruiting, retention, career development, and diversity.

Independence: Each member of the Compensation Committee meets the definitions of “outside director” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and “non-employee director” under Rule 16b-3 of the Exchange Act. Each member of the Compensation Committee meets the independence requirements of our Corporate Governance Guidelines, the NYSE and the Exchange Act, and as the Board has determined, has no material relationship with the Company.

Compliance Committee

“The Compliance Committee shares with regulators the goals of protecting consumers and the integrity of the global money transfer network, and continues to oversee the Company’s ongoing commitment and efforts to enhance the Company’s compliance policies and procedures.”

Frances Fragos Townsend, Committee Chair

Additional Committee Members: Hikmet Ersek (non-voting member), Martin I. Cole, Michael A. Miles, Jr., Roberto G. Mendoza, and Solomon D. Trujillo

Meetings Held in 2017: 6

Primary Responsibilities: Pursuant to its charter, the Compliance Committee assists the Audit Committee and the Board in fulfilling the Board’s oversight responsibility for the Company’s compliance with legal and regulatory requirements. Among other things, the Compliance Committee is responsible for reviewing:

  • the Company’s compliance programs and policies relating to anti-money laundering laws, including establishing procedures to be apprised of material investigations or other material matters that may arise in relation to such laws; and

  • legal, compliance or other regulatory matters that may have a material effect on the Company’s business, financial statements or compliance policies, including material notices to or inquiries received from governmental agencies.

Independence: Each voting member of the Compliance Committee meets the independence requirements of our Corporate Governance Guidelines, the NYSE and the Exchange Act, and as the Board has determined, has no material relationship with the Company. The Board may appoint non-voting members to the Compliance Committee that are not independent from the Company. The Company’s CEO is currently a non-voting member of the Compliance Committee.

Corporate Governance and Public Policy Committee

“The Committee oversaw a successful Chairman of the Board transition in 2017 and will continue to look for opportunities to enhance the skills, experience, diversity and effectiveness of the Board in 2018.”

Robert W. Selander, Committee Chair

Additional Committee Members: Jeffrey A. Joerres, Roberto G. Mendoza, and Frances Fragos Townsend

Meetings Held in 2017: 4

Primary Responsibilities: Pursuant to its charter, the Corporate Governance and Public Policy Committee is responsible for:

  • recommending to the Board of Directors criteria for Board and committee membership;

  • considering, in consultation with the Chairman of the Board and the CEO, and recruiting candidates to fill positions on the Board of Directors;

  • evaluating current directors for re-nomination to the Board of Directors;

  • recommending the director nominees for approval by the Board of Directors and the stockholders;

  • recommending to the Board of Directors appointments to committees of the Board of Directors;

  • recommending to the Board of Directors corporate governance guidelines, reviewing the corporate governance guidelines at least annually, and recommending modifications to the corporate governance guidelines to the Board of Directors;

  • establishing and implementing self-evaluation procedures for the Board of Directors and its committees;

  • reviewing stockholder proposals submitted for inclusion in the Company’s Proxy Statement;

  • reviewing the Company’s related persons transaction policy, and as necessary, reviewing specific related person transactions; and

  • reviewing and advising the Board of Directors regarding matters of public policy and social responsibility that are relevant to the Company or the industries in which the Company operates.

Independence: Each member of the Corporate Governance and Public Policy Committee meets the independence requirements of our Corporate Governance Guidelines, the NYSE and the Exchange Act, and as the Board has determined, has no material relationship with the Company.