COMMITTEES OF THE BOARD OF DIRECTORS
The current members of each Board Committee are indicated in the table below.
Governance, ESG &
|Martin I. Cole|
|Richard A. Goodman|
|Betsy D. Holden|
|Jeffrey A. Joerres|
|Roberto G. Mendoza(1)|
|Michael A. Miles, Jr.(2)|
|Timothy P. Murphy|
|Angela A. Sun|
|Frances Fragos Townsend(4)|
|Solomon D. Trujillo|||
Chairman of the Board
Mr. Mendoza will retire from the Board effective at the Annual Meeting because he has reached the Board’s mandatory retirement age, as set forth in the Company’s Corporate Governance Guidelines.
On February 20, 2020 the Board appointed Mr. Miles Chair of the Compensation Committee effective May 1, 2020.
On February 20, 2020, the Board appointed Mr. Siegmund Chair of the Audit Committee effective May 1, 2020.
Ms. Fragos Townsend has declined to stand for re-election at the Annual Meeting
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, ESG, 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, 7001 E. Belleview Avenue, WU-HQ-14, Denver, Colorado 80237.
“During 2019, 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 2020, with an emphasis on the evolving cybersecurity, technology, and data privacy regulatory environment.”
Richard A. Goodman, Committee Chair
Additional Committee Members: Martin I. Cole, Betsy D. Holden, Jan Siegmund (incoming Committee Chair effective May 1, 2020), Angela A. Sun, and Solomon D. Trujillo
Meetings Held in 2019: 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;
the independent registered public accounting firm’s 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 each of Mr. Goodman and Mr. Siegmund 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 two other public company audit committees.
Compensation and Benefits Committee
“In 2019, the Compensation Committee continued to focus on pay-for-performance to set the foundation for the long-term strength and performance of the Company through the Company’s executive compensation program and on organizational health with a view to increasing overall effectiveness of the Company.”
Betsy D. Holden, Committee Chair
Additional Committee Members: Richard A. Goodman and Michael A. Miles, Jr. (incoming Committee Chair effective May 1, 2020)
Meetings Held in 2019: 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;
overseeing the Company’s regulatory compliance with respect to compensation matters;
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.
The Compensation Committee has the authority to delegate all or a portion of its duties and responsibilities to a subcommittee and, in some situations, may also delegate its authority and responsibility with respect to certain compensation and benefit plans and programs to one or more employees.
Independence: Each member of the Compensation Committee meets the independence requirements of our Corporate Governance Guidelines, the NYSE, the Exchange Act and such other independence or other requirements as may be applicable from time to time, and as the Board has determined, has no material relationship with the Company.
“The Compliance Committee shares with regulators the goals of protecting consumers and the integrity of the global money transfer network, and remains at the forefront of the Company’s focus on the execution and enhancement of the Company’s compliance policies and procedures. This focus was reflected in the dismissal in early 2020 of the Company’s 2017 Deferred Prosecution Agreement with the United States Department of Justice.”
Frances Fragos Townsend, Committee Chair
Additional Committee Members: Hikmet Ersek (non-voting member), Martin I. Cole, Roberto G. Mendoza, Timothy P. Murphy, Jan Siegmund, Angela A. Sun, and Solomon D. Trujillo
Meetings Held in 2019: 8
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 AML 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, ESG, and Public Policy Committee
“With a continued focus on board refreshment, the Committee successfully added and on-boarded a new director to the Board in 2019 and a second new director in early 2020, with the objective of further enhancing the skills, experience, diversity, and effectiveness of the Board. The Board also emphasized its focus on ESG by assigning to the Committee the responsibility for reviewing and advising the Board on ESG matters.”
Jeffrey A. Joerres, Committee Chair
Additional Committee Members: Roberto G. Mendoza, Michael A. Miles, Jr., and Frances Fragos Townsend
Meetings Held in 2019: 4
Primary Responsibilities: Pursuant to its charter, the Corporate Governance, ESG, 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 director nominees to the Board of Directors;
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;
advising the Board of Directors with respect to the charters, structure and operations of the various committees of the Board of Directors and qualifications for membership thereon;
overseeing the development and implementation of an orientation and continuing education program for 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 public policy and ESG matters that are relevant to the Company or the industries in which the Company operates.
Independence: Each member of the Corporate Governance, ESG, 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.