|
|
 | | | |
- close
- close
- close
- close
| |||||||||
WYN » Topics » We are committed to our role of independent oversight of management and believe that we have the necessary mechanisms in place to ensure our effectivenessThis excerpt taken from the WYN DEF 14A filed Apr 2, 2009. We are committed
to our role of independent oversight of management and believe
that we have the necessary mechanisms in place to ensure our
effectiveness
The Board is comprised of strong and independent decision makers
with proven leadership abilities who bring to us extensive and
varied business experience and skill. As such, our directors
have been, and continue to be, dedicated proponents of Board
independence and oversight of our management. Currently, five of
the seven members of the Board are independent directors (due to
be six independent directors in August 2009) under our
Corporate Governance Guidelines and Director Independence
Criteria (which meet or exceed the director independence
standards of the New York Stock Exchange). The Board believes
that hiring a non-independent director as Chairman does not
hinder the other directors’ ability to exercise their
outstanding qualities and independence as our directors. The
Board understands the importance of providing independent
oversight of management and that, at times, it is critical to
meet and hold discussions without management present. In this
regard non-management directors meet routinely in a separate
executive session without the presence of management. The Audit,
Corporate Governance and Compensation Committees consist
entirely of independent directors under the New York Stock
Exchange’s independence standards, the Sarbanes-Oxley Act
and their respective Committee charters. The Audit committee
takes an active role in reviewing our financial statements and
related critical financial and audit matters; the Corporate
Table of Contents
Governance Committee is responsible for and actively oversees
among other things the Board nomination process and the
Board’s operation and effectiveness; finally, the
Compensation Committee, among other things, reviews executive
compensation policy and reviews and determines elements of CEO
and senior management compensation. These key Committees, which
enhance the Board’s independent oversight of management,
hold regular meetings and evaluate their performance annually.
The Board is committed to the highest standards of corporate
governance and, to that end, has adopted Corporate Governance
Guidelines that, along with the charters of the Board
committees, Director Independence Criteria and Code of Business
Conduct and Ethics for Directors, provide the framework for our
governance. The Corporate Governance Guidelines incorporate the
requirements of the New York Stock Exchange and the SEC under
the Sarbanes-Oxley Act. The Director Independence Criteria
evaluate the materiality of directors’ relationships and
contains independence standards that exceed those specified in
the listing standards of the New York Stock Exchange. This
governance framework cumulatively reflects the Board’s
continuing commitment to monitor the effectiveness of policy and
decision making both at the Board and management level, with a
view to enhancing long-term shareholder value. In addition, the
Board believes that these governance policies and practices
ensure that strong and independent directors will continue to
oversee effectively our management and key issues related to
long-range business plans, long-range strategic issues, risks
and integrity.
Our Board is designed, both in the individuals serving as
directors and the policies to which it adheres, to provide
active oversight of management and the business.
|
| |||||||
