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This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. Guidelines for
Determining Director Independence
Our Corporate Governance Guidelines and Director Independence
Criteria provide for director independence standards that meet
or exceed those of the New York Stock Exchange. These standards
require the Board to affirmatively determine that each director
has no material relationship with Wyndham Worldwide other than
as a director.
In accordance with these standards and criteria, the Board
undertook its annual review of the independence of its
directors. During this review, the Board considered whether
there are any relationships between each director or any member
of his or her immediate family and us and our subsidiaries and
affiliates. The Board also considered whether there were any
transactions or relationships between directors or any member of
their immediate family or any entity of which a director or an
immediate family member is an executive officer, general partner
or significant equity holder and us. The purpose of this review
was to determine whether any such relationships or transactions
existed that were inconsistent with a determination that the
director is independent.
As a result of this review, the Board affirmatively determined
that the following directors are independent of us and our
management as required by the New York Stock Exchange listing
standards and the Director Independence Criteria: Myra J.
Biblowit, George Herrera, The Right Honourable Brian Mulroney,
Pauline D.E. Richards and Michael H. Wargotz. Under New York
Stock Exchange rules, Mr. Buckman, as a former executive
officer of our former parent corporation, Cendant Corporation
(now Avis Budget Group), may not be deemed to be independent
until August 2009, three years from the effective date of the
spin-off. All members of the Audit, Compensation and Corporate
Governance Committees are independent directors as required by
the New York Stock Exchange listing standards, Securities and
Exchange Commission (SEC) rules as applicable and the Director
Independence Criteria.
The Board follows a number of procedures to review, and if
necessary and appropriate, ratify related party transactions. We
maintain a written policy governing related party transactions
that requires Board approval of related party transactions
exceeding $10,000. Each Board member answers a questionnaire
designed to disclose conflicts and related party transactions.
We also review our internal records for related party
transactions. Based on a review of these standards and
materials, none of the directors determined by the Board to be
independent had or has any relationship with us other than as a
director. Accordingly, the Board did not need to consider any
director relationship with us to make its determination of
director independence.
Table of Contents
This excerpt taken from the WYN DEF 14A filed Mar 17, 2008. Guidelines for
Determining Director Independence
The Corporate Governance Guidelines and Director Independence
Criteria provide for director independence standards that meet
or exceed those of the New York Stock Exchange. These standards
require the Board to affirmatively determine that each director
has no material relationship with Wyndham Worldwide other than
as a director.
In accordance with these standards and criteria, the Board
undertook its annual review of the independence of its
directors. During this review, the Board considered whether
there are any relationships between each director or any member
of his or her immediate family and us and our subsidiaries. The
Board also considered whether there were any transactions or
relationships between directors or any member of their immediate
family or any entity of which a director or an immediate family
member is an executive officer, general partner or significant
equity holder and us. The purpose of this review was to
determine whether any such relationships or transactions existed
that were inconsistent with a determination that the director is
independent.
As a result of this review, the Board affirmatively determined
that the following directors are independent of Wyndham
Worldwide and its management as required by the New York Stock
Exchange listing standards and the Director Independence
Criteria: Myra J. Biblowit, George
Table of Contents
Herrera, The Right Honourable Brian Mulroney, Pauline D.E.
Richards and Michael H. Wargotz. Under New York Stock Exchange
rules, Mr. Buckman, as a former executive officer of our former
parent corporation, Cendant Corporation (now Avis Budget Group),
may not be deemed to be independent until August 2009, three
years from the effective date of the spin-off. All members of
the Audit, Compensation and Corporate Governance committees are
independent directors as required by the New York Stock Exchange
listing standards, SEC rules as applicable and the Director
Independence Criteria.
The Board follows a number of procedures to review, and if
necessary and appropriate, ratify related party transactions. We
maintain a written policy governing related party transactions
that requires board approval of related party transactions
exceeding $10,000. Each Board member answers a questionnaire
designed to disclose conflicts and related party transactions.
We also review our internal records for related party
transactions. Based on a review of these standards and
materials, none of the directors determined by the Board to be
independent had or has any relationship with us other than as a
director. Accordingly, the Board did not need to consider any
director relationship with us to make its determination of
director independence.
This excerpt taken from the WYN DEF 14A filed Mar 13, 2007. Guidelines for
Determining Director Independence
The Corporate Governance Guidelines and Director Independence
Criteria provide for director independence standards that meet
or exceed those of the New York Stock Exchange. These standards
require the Board to affirmatively determine that each director
has no material relationship with Wyndham Worldwide other than
as a director.
In accordance with these standards and criteria, the Board
undertook its annual review of the independence of its
directors. During this review, the Board considered whether
there are any relationships between each director or any member
of his or her immediate family and us and our subsidiaries and
affiliates. The Board also considered whether there were any
transactions or relationships between directors or any member of
their immediate family or any entity of which a director or an
immediate family member is an executive officer, general partner
or significant equity holder and us. The purpose of this review
was to determine whether any such relationships or transactions
existed that were inconsistent with a determination that the
director is independent.
As a result of this review, the Board affirmatively determined
that the following directors are independent of Wyndham
Worldwide and its management as required by the New York Stock
Exchange listing standards and the Director Independence
Criteria: Myra J. Biblowit, George Herrera, The Right Honourable
Brian Mulroney, Pauline D.E. Richards and Michael H. Wargotz.
Under New York Stock Exchange rules, Mr. Buckman, as a
former executive officer of our former parent corporation,
Cendant Corporation (now Avis Budget Group), may not be deemed
to be independent until August 2009, three years from the
effective date of the spin-off. All members of the Audit,
Compensation and Corporate Governance committees are independent
directors as required by the New York Stock Exchange listing
standards, SEC rules as applicable and the Director Independence
Criteria.
The Board follows a number of procedures to review, and if
necessary and appropriate, ratify related persons transactions.
Each Board member answers a questionnaire designed to disclose
conflicts and related persons transactions. We also review our
internal records for related party transactions. Based on a
review of these standards and materials, none of the directors
determined by the Board to be independent had or has any
relationship with us other than as a director. Accordingly, the
Board did not need to consider any director relationship with us
to make its determination of director independence.
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