Description
The purpose of the Compensation and Benefits Committee of the Board of Directors of The Western Union Company is to (i) oversee the Company's compensation and benefits plans generally, (ii) evaluate and set compensation for the Company's Chief Executive Officer ("CEO") and other executive officers, (iii) recommend to the Board compensation for non-executive Directors, (iv) review the Company's management succession plan and (v) produce an annual report regarding the Company's Compensation Discussion and Analysis (CD&A) for inclusion in the Company's proxy statement, in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC").
COMPENSATION AND BENEFITS COMMITTEE CHARTER
As Approved by the Board of Directors on December 7, 2012
I. Purpose and Organization
The purpose of the Compensation and Benefits Committee of the Board of Directors of The
Western Union Company is to (i) oversee the Company’s compensation and benefits plans
generally, (ii) evaluate and set compensation for the Company’s Chief Executive Officer
(“CEO”) and other executive officers, (iii) recommend to the Board compensation for non-
executive Directors, (iv) review the Company’s management succession plan and (v) produce an
annual report regarding the Company’s Compensation Discussion and Analysis (CD&A) for
inclusion in the Company’s proxy statement, in accordance with the rules and regulations of the
Securities and Exchange Commission (the “SEC”).
The Committee shall consist of two or more members of the Board, each of whom the Board has
determined has no material relationship with the Company and each of whom (i) satisfies the
independence-related requirements for service on the Committee imposed by the New York
Stock Exchange (the “NYSE”) and (ii) meets the requirements for being a “non-employee
director” within the meaning of Section 16b-3 under the Securities Exchange Act of 1934 and an
“outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986.
Members and the Chairperson shall be appointed by the Board for such term as the Board may
determine, and shall serve at the pleasure of the Board.
In order to discharge its responsibilities, the Committee shall each year establish a schedule of
meetings; additional meetings may be scheduled as required.
A quorum at any Committee meeting shall be at least two members. All determinations of the
Committee shall be made by a majority of its members present at a meeting duly called and held,
except as provided herein (or where only two members are present, by unanimous vote). Any
decision or determination of the Committee consented to in writing or by electronic transmission
by all of the members of the Committee shall be fully as effective as if it had been made at a
meeting duly called and held.
The Chairperson of the Committee shall be responsible for establishing the agendas for meetings
of the Committee. An agenda, together with materials relating to the subject matter of each
meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all
meetings of the Committee shall be prepared to document the Committee’s discharge of its
responsibilities. The minutes shall be circulated in draft form to all Committee members to
ensure an accurate final record, shall be approved at a subsequent meeting of the Committee and
shall be distributed periodically to the full Board of Directors. The Committee shall make
regular reports to the Board of Directors.
2
II. Committee Duties and Responsibilities
In addition to any other responsibilities which may be assigned from time to time by the Board,
the Committee shall have the following duties and responsibilities:
1. In consultation with senior management, establish the Company’s general compensation
philosophy, and oversee the development and implementation of the Company’s
compensation and benefits policies generally (subject, if applicable, to shareholder
ratification), including reviewing and approving incentive compensation and equity-based
plans of the Company that are subject to Board approval and recommending to the Board
compensation for non-executive directors.
2. The Board has ultimate responsibility for determining the goals and objectives of the
Company and for the CEO as well as evaluating the CEO’s performance. To assist the Board
in discharging that responsibility and with input from the Board, the Committee shall review
and approve corporate goals and objectives relevant to the compensation of the CEO and
other executive officers, evaluate the performance of the CEO and other executive officers in
light of those goals and objectives, and set the compensation and other benefits for the CEO
and other executive officers based on this evaluation and such other factors as the Committee
deems appropriate and in the best interests of the Company. In determining the long-term
incentive component of the compensation of the CEO and other executive officers, the
Committee shall consider, among other factors, the Company’s performance and relative
shareholder return, the value of similar incentive awards to CEOs and other executive
officers at comparable companies, and the awards given to the CEO and other executive
officers in past years.
3. To the extent permitted by law, the Committee may delegate to one or more employees of the
Company or its control group subsidiaries (each of whom shall be qualified by training or
experience to exercise their delegated responsibilities) all or any portion of the Compensation
Committee’s authority and responsibility with respect to employee compensation and benefit
plans and programs sponsored or maintained by the Company and/or its control group
subsidiaries, except duties or responsibilities regarding specific awards to any of the
Company’s directors, executive officers or other officers subject to Section 16 of the
Securities Exchange Act of 1934.
4. Oversee regulatory compliance with respect to compensation matters, including overseeing
the Company’s policies on structuring compensation and benefits programs to preserve tax
deductibility.
5. Review any proposed agreement with any current or former executive officer of the
Company that would provide severance or change in control-type benefits that are outside the
scope of the Company’s current Severance/Change in Control Policy (Executive Committee
Level), or any successor policy thereto (“Non-Standard Severance Arrangement”), and make
recommendations to the Board of Directors regarding any proposed Non-Standard Severance
Arrangement to be entered into with the current or former CEO of the Company, or to any
person being considered for promotion or hire into the position of CEO of the Company.
3
6. Approve 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.
7. Review and discuss with management the CD&A section to be included in the annual proxy
statement and annual report on Form 10-K and subsequently prepare a report regarding the
Committee’s recommendation that the CD&A be included in such proxy statement and
annual report as required by the rules of the Securities and Exchange Commission.
8. Report the activities of the Committee to the Board of Directors on a regular basis and review
issues with the Board as the Committee deems appropriate.
9. Prepare and review with the Board an annual performance evaluation of the Committee in a
manner consistent with the directions of the Corporate Governance and Public Policy
Committee and shall periodically review and assess the adequacy of this charter and
recommend any proposed changes to the Board.
10. The Committee shall, in consultation with the Company’s CEO, periodically review the
Company’s management succession planning, including policies for CEO selection and
succession in the event of the incapacitation, retirement or removal of the CEO.
11. The Committee shall periodically review overall organizational health by discussing the
effectiveness of the Company’s principal strategies related to human capital management,
recruiting, retention, career development and diversity.
III. Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to
a subcommittee of the Committee.
IV. Resources and Authority of the Committee
The Committee shall have 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.
The Committee shall have the resources and authority appropriate to discharge its duties and
responsibilities, including the authority to select, retain, terminate, and approve the fees and
other retention terms of any consultant, special counsel or other expert, as it deems appropriate,
without seeking approval of the Board or management, provided that the Committee shall
comply with any applicable SEC or NYSE requirements regarding the consideration of the
independence of such consultant, counsel or other expert.
doc_852451798.pdf
The purpose of the Compensation and Benefits Committee of the Board of Directors of The Western Union Company is to (i) oversee the Company's compensation and benefits plans generally, (ii) evaluate and set compensation for the Company's Chief Executive Officer ("CEO") and other executive officers, (iii) recommend to the Board compensation for non-executive Directors, (iv) review the Company's management succession plan and (v) produce an annual report regarding the Company's Compensation Discussion and Analysis (CD&A) for inclusion in the Company's proxy statement, in accordance with the rules and regulations of the Securities and Exchange Commission (the "SEC").
COMPENSATION AND BENEFITS COMMITTEE CHARTER
As Approved by the Board of Directors on December 7, 2012
I. Purpose and Organization
The purpose of the Compensation and Benefits Committee of the Board of Directors of The
Western Union Company is to (i) oversee the Company’s compensation and benefits plans
generally, (ii) evaluate and set compensation for the Company’s Chief Executive Officer
(“CEO”) and other executive officers, (iii) recommend to the Board compensation for non-
executive Directors, (iv) review the Company’s management succession plan and (v) produce an
annual report regarding the Company’s Compensation Discussion and Analysis (CD&A) for
inclusion in the Company’s proxy statement, in accordance with the rules and regulations of the
Securities and Exchange Commission (the “SEC”).
The Committee shall consist of two or more members of the Board, each of whom the Board has
determined has no material relationship with the Company and each of whom (i) satisfies the
independence-related requirements for service on the Committee imposed by the New York
Stock Exchange (the “NYSE”) and (ii) meets the requirements for being a “non-employee
director” within the meaning of Section 16b-3 under the Securities Exchange Act of 1934 and an
“outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986.
Members and the Chairperson shall be appointed by the Board for such term as the Board may
determine, and shall serve at the pleasure of the Board.
In order to discharge its responsibilities, the Committee shall each year establish a schedule of
meetings; additional meetings may be scheduled as required.
A quorum at any Committee meeting shall be at least two members. All determinations of the
Committee shall be made by a majority of its members present at a meeting duly called and held,
except as provided herein (or where only two members are present, by unanimous vote). Any
decision or determination of the Committee consented to in writing or by electronic transmission
by all of the members of the Committee shall be fully as effective as if it had been made at a
meeting duly called and held.
The Chairperson of the Committee shall be responsible for establishing the agendas for meetings
of the Committee. An agenda, together with materials relating to the subject matter of each
meeting, shall be sent to members of the Committee prior to each meeting. Minutes for all
meetings of the Committee shall be prepared to document the Committee’s discharge of its
responsibilities. The minutes shall be circulated in draft form to all Committee members to
ensure an accurate final record, shall be approved at a subsequent meeting of the Committee and
shall be distributed periodically to the full Board of Directors. The Committee shall make
regular reports to the Board of Directors.
2
II. Committee Duties and Responsibilities
In addition to any other responsibilities which may be assigned from time to time by the Board,
the Committee shall have the following duties and responsibilities:
1. In consultation with senior management, establish the Company’s general compensation
philosophy, and oversee the development and implementation of the Company’s
compensation and benefits policies generally (subject, if applicable, to shareholder
ratification), including reviewing and approving incentive compensation and equity-based
plans of the Company that are subject to Board approval and recommending to the Board
compensation for non-executive directors.
2. The Board has ultimate responsibility for determining the goals and objectives of the
Company and for the CEO as well as evaluating the CEO’s performance. To assist the Board
in discharging that responsibility and with input from the Board, the Committee shall review
and approve corporate goals and objectives relevant to the compensation of the CEO and
other executive officers, evaluate the performance of the CEO and other executive officers in
light of those goals and objectives, and set the compensation and other benefits for the CEO
and other executive officers based on this evaluation and such other factors as the Committee
deems appropriate and in the best interests of the Company. In determining the long-term
incentive component of the compensation of the CEO and other executive officers, the
Committee shall consider, among other factors, the Company’s performance and relative
shareholder return, the value of similar incentive awards to CEOs and other executive
officers at comparable companies, and the awards given to the CEO and other executive
officers in past years.
3. To the extent permitted by law, the Committee may delegate to one or more employees of the
Company or its control group subsidiaries (each of whom shall be qualified by training or
experience to exercise their delegated responsibilities) all or any portion of the Compensation
Committee’s authority and responsibility with respect to employee compensation and benefit
plans and programs sponsored or maintained by the Company and/or its control group
subsidiaries, except duties or responsibilities regarding specific awards to any of the
Company’s directors, executive officers or other officers subject to Section 16 of the
Securities Exchange Act of 1934.
4. Oversee regulatory compliance with respect to compensation matters, including overseeing
the Company’s policies on structuring compensation and benefits programs to preserve tax
deductibility.
5. Review any proposed agreement with any current or former executive officer of the
Company that would provide severance or change in control-type benefits that are outside the
scope of the Company’s current Severance/Change in Control Policy (Executive Committee
Level), or any successor policy thereto (“Non-Standard Severance Arrangement”), and make
recommendations to the Board of Directors regarding any proposed Non-Standard Severance
Arrangement to be entered into with the current or former CEO of the Company, or to any
person being considered for promotion or hire into the position of CEO of the Company.
3
6. Approve 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.
7. Review and discuss with management the CD&A section to be included in the annual proxy
statement and annual report on Form 10-K and subsequently prepare a report regarding the
Committee’s recommendation that the CD&A be included in such proxy statement and
annual report as required by the rules of the Securities and Exchange Commission.
8. Report the activities of the Committee to the Board of Directors on a regular basis and review
issues with the Board as the Committee deems appropriate.
9. Prepare and review with the Board an annual performance evaluation of the Committee in a
manner consistent with the directions of the Corporate Governance and Public Policy
Committee and shall periodically review and assess the adequacy of this charter and
recommend any proposed changes to the Board.
10. The Committee shall, in consultation with the Company’s CEO, periodically review the
Company’s management succession planning, including policies for CEO selection and
succession in the event of the incapacitation, retirement or removal of the CEO.
11. The Committee shall periodically review overall organizational health by discussing the
effectiveness of the Company’s principal strategies related to human capital management,
recruiting, retention, career development and diversity.
III. Delegation to Subcommittee
The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to
a subcommittee of the Committee.
IV. Resources and Authority of the Committee
The Committee shall have 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.
The Committee shall have the resources and authority appropriate to discharge its duties and
responsibilities, including the authority to select, retain, terminate, and approve the fees and
other retention terms of any consultant, special counsel or other expert, as it deems appropriate,
without seeking approval of the Board or management, provided that the Committee shall
comply with any applicable SEC or NYSE requirements regarding the consideration of the
independence of such consultant, counsel or other expert.
doc_852451798.pdf