|
|
 | | | |
- close
- close
- close
- close
| |||||||||
WYN » Topics » Flexibility to appoint as Chairman someone who the Board determines would best serve the interests of our shareholders is essential for responsible governance and oversightThis 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 proponent’s 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 Board’s
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 Board’s
duties to take such actions the Board believes to be in our best
interests and the best interests of our shareholders.
|
| |||||||
