The current campaign for your votes or proxy is based on one narrowly defined platform; the principle that a member of any Board of Directors must be independent. “Independent” as defined by the National Association of Corporate Directors means “one who is not employed by, or has a material, or pecuniary relationship” in our case, with Wyndham. Following this principle, I am one of four; not two, independent members of the current board and one of six independent candidates in this current election. On any objective assessment, I am equally qualified to retain your trust on the principle of independence.
I believe, however, decisions on who to vote for should be more broadly based upon who you believe would be “a principled board member”. This is a much more demanding criteria and I stand tall against all candidates. When I was first elected to the board in 1995 I was challenged to be “the conscience of the Club”. Following are two examples of how I met that mandate. In 2003/2004 I was working for Wyndham in Australia. When Travelshare was being developed I became very concerned that owner’s ability to freely vacation in WorldMark South Pacific, and visa versa, was in jeopardy. I successfully argued that all owners who purchased after the inception of WorldMark SP were sold that ability and the introduction of Travelshare could not take that right away. The result was the grandfathering of this benefit to all owners who purchased before the inception of Travelshare.
In addition, I have always been a champion of a seven member Board of Directors as a vehicle to provide greater owner participation. I was successful in getting the Board to put a bylaw amendment to that effect to owners in 2004 or 2005. This motion was defeated, not by the board, but by a negative vote of an individual and the proxies he held on behalf of the WorldMark Owners Group. At the eleventh hour, this individual would not consider my personal appeals for his support for the amendment. At that time one of the candidates was a representative of WMO and she has my confidence and would have been a valuable addition to the board if the bylaw amendment had not been torpedoed.
Collectively, over the past seven years or so, the conduct of the individual board members and the Board has been the subject of undue scrutiny by the courts and officials of the courts, i.e., the legal profession, and not one instance of inappropriate conduct or improper decision making was identified. In addition, owners and owner groups have been given opportunities to meet with the Board to discuss and/or make recommendations concerning current programs and practices. Not one example of past or present improprieties surfaced. In fact, your “principled board” has continually reached out to owners to participate in process examinations, generally through the Owner Advisory Committee, and specifically, to select owners on such processes as refining the proxy and voting materials.
I have demonstrated time and again that I am a principled director. I have continually exceeded all expectations associated with the purely theoretical principle of independence. I ask for your support as a practising “principled director” knowing that I also meet or exceed all the theoretical requirements of an “independent director”.
johnhenleyworldmark 