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This excerpt taken from the WYN DEF 14A filed Apr 2, 2009. Shareholder
Supporting Statement
“The wave of corporate scandals at such companies as Enron,
WorldCom and Tyco resulted in renewed emphasis on the importance
of independent directors. For example, both the NYSE and the
NASDAQ have adopted new rules that would require corporations
that wish to be traded on them to have a majority of independent
directors.
Unfortunately, having a majority of independent directors alone
is clearly not enough to prevent the type of scandals that have
afflicted Enron, WorldCom and Tyco. All of these corporations
had a majority of independent directors on their boards when the
scandals occurred.
All of these corporations also had a Chairman of the Board who
was also an insider, usually the Chief Executive Officer
(“CEO”), or a former CEO, or some other officer. We
believe that no matter how many independent directors there are
on a board, that board is less likely to protect shareholder
interests by providing independent oversight of the officers if
the Chairman of that board is also the CEO, former CEO or some
other officer or insider of the company.
We also believe that it is worth noting that many of the
companies that were embroiled in the financial turmoil stemming
from the recent crisis in the subprime mortgage market (Bank of
America, Bear Stearns, Citigroup, Countrywide, Lehman Brothers,
Merrill Lynch, Morgan Stanley, Wachovia and Washington Mutual)
did not have an independent Chairman of the Board of Directors.
We respectfully urge the board of our Company to change its
corporate governance structure by having an independent director
serve as its Chairman.”
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