This excerpt taken from the WYN DEF 14A filed Apr 2, 2009.
Flexibility to appoint as Chairman someone who the Board determines would best serve the interests of our shareholders is essential for responsible governance and oversight
The Board does not agree with the proponents view that a Chairman who is not an independent director, whether or not CEO of the company, is less likely to protect shareholder interests and provide independent oversight of management. The Board has chosen not to have a policy that mandates a decision regarding the identity of its Chairman in order to preserve the flexibility, for our benefit and the benefit of our shareholders, that allows the Board to determine, each time a new Chairman is selected, the person who is most qualified to fill the role of Chairman based upon the individual and the circumstances existing at that time. That said, the Board actively reviews its governance structure and, if at any time the Board determines that a different structure would be in our best interests and the best interests of our shareholders, we would expect the Board to take such action.
The current governance structure preserves the Boards ability to balance its independent Board structure with the flexibility to appoint as Chairman someone with hands-on knowledge of and experience in our operations. In his capacity as our Chairman and CEO, Mr. Holmes has provided the unified and responsible management sought by the Board. The Board also believes that Mr. Holmes has demonstrated visionary and independent leadership in managing our affairs, providing strategic, operational and technical expertise and context for the matters considered by the Board. Accordingly, the Board believes that, at this time, Mr. Holmes is the appropriate candidate to serve as its Chairman and that the ability to appoint a non-independent director, such as Mr. Holmes, as Chairman is consistent with the Boards duties to take such actions the Board believes to be in our best interests and the best interests of our shareholders.