This 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 Exchanges 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
Governance Committee is responsible for and actively oversees among other things the Board nomination process and the Boards 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 Boards 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 Boards 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.