Wyndham Worldwide (WYN)

Committee of the Board, which is comprised entirely of independent non-employee directors, is the appropriate body and mechanism to address executive compensation practices including severance benefits, to ensure that they are reasonable and appropriate for the purpose of attracting, motivating and retaining talented executives whose skills and abilities will assist us in outperforming our competitors. The Compensation Committee approves executive compensation in a manner it believes to be in our best interests and the best interests of our shareholders and retains the services of an external independent compensation consultant to advise it on all elements of compensation regarding our senior executives, including the provision of additional expert perspective on the appropriateness and market competitiveness of the items within our senior executives’ compensation arrangements. In addition, the Compensation Committee annually reviews the compensation elements in our senior executives’ compensation arrangements to ensure market competitiveness of those arrangements. Furthermore, our strategies for executive compensation are reviewed annually by the Compensation Committee with its advisors to ensure that they remain consistent with our corporate objectives and shareholder interests. Therefore, the Board believes that compensation arrangements with senior executives, including severance agreements, should continue to be the primary responsibility of the Board acting through its Compensation Committee, which is in the best position to assess appropriate and competitive compensation practices given our business needs, market developments and emerging best practices.