BOARD OF DIRECTORS

Independent Board of Directors

• Roberto de Ocampo
• Salomon Guggenheim
• Douglas W. Vicari
• Franz Winkler

Board of Directors – Governance

• Audit Committee
• Compensation Committee
• Nominating and Governance Committee

Independent Board of Directors

Our Board of Directors consists of six Directors (elected each year at the annual shareholders meeting), of whom four (Messrs. Guggenheim, Winkler, de Ocampo, Vicari), are independent.  Independence determinations were made by our Board of Directors using the current guidelines of the New York Stock Exchange Euronext for companies listed on that exchange.  In making those determinations, our Board of Directors considered many factors, including certain relationships between Messrs. de Ocampo and Guggenheim and us that our Board of Directors determined were immaterial and/or not compromising of such persons’ independence.  Members of our Board of Directors serve for a one-year term, which expires at each annual meeting.  There is currently one vacancy, which the Board does not anticipate filling at the Group’s 2011 mid-year annual meeting.

Roberto de Ocampo. Mr. de Ocampo joined us as a Director in 2007 and has been a Chairman in the Philippines since 2004. From 1998 until 2006, he served as the President of the Asian Institute of Management in Manila. He is a member of the Asian Institute of Management’s Board of trustees and is chairman of the Board of advisors of the Center for Public Finance and Regional Economic Cooperation. Mr. de Ocampo was Philippines Secretary of Finance, as well as a member of the Board of Governors of the World Bank and the Asian Development Bank and an alternate governor of the International Monetary Fund from 1994 to 1998. He received a B.A. in economics from College-Ateneo de Manila in 1967, a M.B.A. from the University of Michigan in 1970, and a Diplomate in Development Administration from the London School of Economics in 1971.  He is the receipient of many international awards including, among others, Global Finance Minister of the Year (1995), and Chevalier of the Legion d'Honneur from France.

Salomon Guggenheim. Mr. Guggenheim joined us in 2002 as a Director. In 1987, he joined Gutzwiller & Partner Ltd., Zurich, a portfolio management company, where he was responsible for Investments and Trading. In 1991, he took over Gutzwiller & Partner from E. Gutzwiller & Cie., Banquiers, Basle (a privately-held Swiss bank) together with the senior management of Gutzwiller & Partner, through a management buy-out and sold the company in 1997. Gutzwiller & Partner was renamed Rabo Investment Management Ltd., where Mr. Guggenheim worked as a Managing Director until December 2001. Since 2001, he has owned and operated his own company, IC Day Trading Consulting Corp., a Swiss 55 corporation focused on the advisement of private individuals in portfolio management and daily trading activities in different markets worldwide. He is also the Chief Executive Officer for Ecopowerstations Ltd., a Swiss corporation dealing with pollutant and emission-free wind power stations.

Douglas W. Vicari.  Mr. Vicari joined us as a Director in 2007.  He is the Executive Vice President, Chief Financial Officer, Treasurer and a Trustee with Chesapeake Lodging Trust, positions he has held since its formation. Prior to joining Chesapeake, Mr. Vicari served as a principal with Paramount Hotel Group, a hotel owner, developer and operator, from January 2009 to June 2009. Previously, Mr. Vicari served as Executive Vice President and Chief Financial Officer of Highland Hospitality Corporation, or Highland, from September 2003 until its sale in July 2007. Prior to joining Highland, Mr. Vicari served as Senior Vice President and Chief Financial Officer of Prime Hospitality Corporation, or Prime, a formerly NYSE-listed company acquired by an affiliate of The Blackstone Group in 2004, from August 1998 to July 2003, and also served on the board of directors of Prime from May 1999 to July 2003. Prior to his appointment as Chief Financial Officer, he served as Vice President and Treasurer of Prime from January 1991 to July 1998, and was an instrumental member of the management team that led the company out of bankruptcy in July 1992. From 1986 to 1991, Mr. Vicari was Director of Budgeting and Financial Planning for Prime, and was responsible for all budgeting, planning and forecasting. Prior to his tenure at Prime, Mr. Vicari held numerous management positions at Combustion Engineering (now ABB Brown Boveri) from 1981 to 1986. Mr. Vicari earned a B.S. in Accounting from the College of New Jersey and received his M.B.A. in Finance from Fairleigh Dickinson University.

Franz Winkler. Mr. Winkler jointed us as a Director in 2010 and is based in Zurich, Switzerland. After several years as a business trainee from 1975 to 1978, Mr. Winkler became a partner of several Swiss and Liechtenstein based fund management companies such as Accuro Group, Advanced Fund Management and Winkler Invest. Since 2002, Mr. Winkler is a partner of Diem Clientpartner in Zollikon, Switzerland where he is responsible for portfolio management.  Since 2010, Mr. Winkler has been a board member of Credit Suisse Hypotheken AG.

Back to top

Board of Directors - Governance

Committees of the Board

Our Board of Directors has established an Audit Committee, a Nominating and Governance Committee and a Compensation Committee.  Each such committee has four Directors and is composed exclusively of Directors who are independent.

Audit Committee

Our Audit Committee consists of Messrs. Guggenheim, Winkler, de Ocampo and Vicari.  Mr. Vicari is the chairman of our Audit Committee.  The audit committee is responsible for engaging independent public accountants, reviewing with the independent public accountants the plans and results of the audit engagement, approving professional services provided by the independent public accountants, reviewing the independence of the independent public accountants, considering the range of audit and non-audit fees our compliance with legal and regulatory requirements and reviewing the adequacy and integrity of our internal accounting controls.

Compensation Committee

Our Compensation Committee consists of Messrs. Guggenheim, Winkler, de Ocampo and Vicari. Mr. Guggenheim is the chairman of this committee, which reviews and approves, or makes recommendations to the Board of Directors with respect to senior management’s and Directors’ (who are not employees) compensation, and our long-term incentive compensation program and equity incentive plans.

Nominating and Governance Committee

Our Nominating and Governance Committee consists of Messrs. Guggenheim, Winkler,, de Ocampo and Vicari. Mr. de Ocampo is the chairman of this committee, which is responsible for, among other things, seeking, considering and recommending to the Board of Directors qualified candidates for election as Directors and recommending nominees for election at our annual meeting, recommending the composition of committees of our Board, developing our corporate governance guidelines and policies and adopting a code of business conduct and ethics.

Back to top