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Quotes & Info
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| WHI > SEC Filings for WHI > Form 8-K on 23-Dec-2008 | All Recent SEC Filings |
23-Dec-2008
Other Events
• identify the non-management director who presides at all regularly scheduled executive sessions of the non-management members of the board;
• disclose a method by which interested parties may communicate directly with the presiding director or the non-management directors as a group;
• disclose the availability of the company's corporate governance guidelines, code of business conduct and ethics and charters for the board's audit, compensation and nominating/corporate governance committees on its website and in print upon stockholder request; and
• disclose that (i) such company has filed the certifications required by
Section 302 of the Sarbanes-Oxley Act with the company's most recently filed
annual report on Form 10-K, and (ii) such company's chief executive officer
has certified to the NYSE that he or she is not aware of any violation of
the NYSE corporate governance listing standards by the company as of the
date of that certification, with qualifications as necessary.
Director Independence
The Board of Directors of the Company (the "Board") has determined that
Messrs. Cornelius Tamboer, Cesar A. Ruiz, Hector L. Del Río, Juan C. Frontera
and Enrique Gonzalez are "independent" for purposes of Section 303A. The Board's
determinations of director independence were made in accordance with the
qualification standards for independent directors included in the Company's
Corporate Governance Guidelines, which are generally consistent with the NYSE
listing standards. The Corporate Governance Guidelines may be found in the
Investor Relations section of the Company's website at www.wholding.com and are
available in print to any stockholder upon written request to Mr. Frontera,
Secretary of the Board of Directors, at W Holding Company, Inc., P.O. Box 1180,
Mayagüez, Puerto Rico 00681. The Board based these determinations primarily on a
review of the responses the directors provided to questions regarding employment
and compensation history, affiliations and family and other relationships and
based on discussions with the directors.
Presiding Director for Executive Sessions
The Board of Directors of the Company has named Mr. Frontera the Presiding
Director of the non-management directors meetings.
Communication with Non-Management Directors
The Board has also named Mr. Frontera as the contact for those interested
parties that may want to communicate directly with a non-management director.
Any interested parties may contact Mr. Frontera by written notification to W
Holding Company, Inc., P.O. Box 1180, Mayagüez, Puerto Rico 00681.
Corporate Governance Guidelines
The Company's Corporate Governance Guidelines may be found in the Investor
Relations section of the Company's website at www.wholding.com and are available
in print to any stockholder upon written request to Mr. Frontera, Secretary of
the Board of Directors, at W Holding Company, Inc., P.O. Box 1180, Mayagüez,
Puerto Rico 00681.
Code of Ethics
The Board has adopted a Code of Business Conduct and Ethics for directors,
officers, and employees which may be found in the Investor Relations section of
the Company's website at www.wholding.com and is available in print to any
stockholder upon written request to Mr. Frontera at W Holding Company, Inc.,
P.O. Box 1180, Mayagüez, Puerto Rico 00681.
Committee Charters
The Board has adopted a Nominating and Corporate Governance Committee Charter
which may be found in the Investor Relations section of the Company's website at
www.wholding.com and is available in print to any stockholder upon written
request to Mr. Frontera at W Holding Company, Inc., P.O. Box 1180, Mayagüez,
Puerto Rico 00681.
The Board has adopted a Compensation Committee Charter which may be found in the
Investor Relations section of the Company's website at www.wholding.com and is
available in print to any stockholder upon written request to Mr. Frontera at W
Holding Company, Inc., P.O. Box 1180, Mayagüez, Puerto Rico 00681.
The Audit Committee's responsibilities are described in a written charter that
was adopted by the Board. A copy of the Audit Committee Charter is available in
the Investor Relations section of the Company's website at www.wholding.com and
is available in print to any stockholder upon written request to Mr. Frontera at
W Holding Company, Inc., P.O. Box 1180, Mayagüez, Puerto Rico 00681.
Certifications
The certification by the Company's Chief Executive Officer required under
Section 303A.12(a) of the NYSE Listed Company Manual was submitted to the NYSE.
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