Governance

Ten members serve on the Waste Management Board of Directors, nine of whom, including the Chairman of our Board, are independent as defined by the New York Stock Exchange. Waste Management’s CEO is the tenth director, and he does not hold the Board chairmanship. Board members are each elected annually. There are three standing committees: The Audit Committee, the Management Development and Compensation Committee and the Nominating and Governance Committee. Our Board of Directors’ biographies and our governance guidelines are posted on our website.

Board of Directors Diversity

The Nominating and Governance Committee seeks Board candidates who bring a variety of perspectives and industry knowledge relevant to Waste Management’s business. Candidates are evaluated for personal and professional integrity and sound judgment, business and professional skills and experience, independence, potential conflicts of interest, diversity and potential for effectiveness in serving the long-term interests of shareholders. While there is no formal policy with regard to weighting diversity in identifying director nominees, the Nominating and Governance Committee considers diversity in business and professional expertise as well as gender and ethnic background when evaluating director nominees. The Committee uses a matrix of functional and industry experiences to develop criteria to select candidates.

Before being nominated, director candidates are interviewed by a minimum of two members of the Nominating and Governance Committee, including the Non-Executive Chairman of the Board. Of the current directors, two are female, one is Hispanic and one is African-American.