Starwood 2004 Annual Report Download - page 50

2000 and Senior Vice President, Human Resources of PepsiCo Food Systems from December 1994 to
October 1995.
Theodore W. Darnall. Mr. Darnall has been the President of the Real Estate Group since August 2002.
From July 1999 to August 2002, he was the President of the Company's North America Group.
Corporate Governance
The Corporation and the Trust have an Audit Committee that is currently comprised of directors and
trustees, Thomas O. Ryder (chairman), Daniel W. Yih, Kneeland C. Youngblood and Eric Hippeau. The
Boards of Directors and Trustees have determined that each member of the Audit Committee is ""indepen-
dent'' as deÑned by applicable federal securities laws and the Listing Requirements of the New York Stock
Exchange, Inc. and that Messrs. Ryder and Yih are audit committee Ñnancial experts, as deÑned by federal
securities laws.
The Company has adopted a Finance Code of Ethics applicable to our Chief Executive OÇcer, Chief
Financial OÇcer, Corporate Controller, Corporate Treasurer, Senior Vice President-Taxes and persons
performing similar functions. The text of this code of ethics may be found on the Company's web site at
http://starwoodhotels.com/corporate/investor relations.html. We intend to post amendments to and waivers
from, the Finance Code of Ethics that require disclosure under applicable SEC rules on our web site. You may
obtain a free copy of this code in print by writing to our Investor Relations Department, 1111 Westchester
Avenue, White Plains, New York 10604.
The Company has adopted a Worldwide Code of Conduct applicable to all of its directors, oÇcers and
employees. The text of this code of conduct may be found on the Company's website at
http://starwoodhotels.com/corporate/investor relations.html. You may also obtain a free copy of this code
in print by writing to our Investor Relations Department, 1111 Westchester Avenue, White Plains, New York
10604.
The Company's Corporate Governance Guidelines and the charters of its Audit Committee, Compensa-
tion and Option Committee, and Governance and Nominating Committee are also available on its website at
http://starwoodhotels.com/corporate/investor relations.html. The information on our website is not incor-
porated by reference into this Joint Annual Report on Form 10-K.
We have submitted the CEO certiÑcation to the NYSE pursuant to NYSE Rule 303A.12(a) following
the 2004 Annual Meeting of Shareholders.
Section 16(a) BeneÑcial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that Directors, Trustees and
executive oÇcers of the Company, and persons who own more than 10 percent of the outstanding Shares, Ñle
with the SEC (and provide a copy to the Company) certain reports relating to their ownership of Shares and
other equity securities of the Company.
To the Company's knowledge, based solely on a review of the copies of these reports furnished to the
Company for the Ñscal year ended December 31, 2004, and written representations that no other reports were
required, all Section 16(a) Ñling requirements applicable to its Directors, Trustees, executive oÇcers and
greater than 10 percent beneÑcial owners were complied with for the most recent Ñscal year, except that
Mr. Sternlicht failed to timely Ñle one Form 4 with respect to four transactions, and each of the non-employee
directors (see above) failed to timely Ñle one Form 4 with respect to one transaction. These transactions were
Ñled late by the Company on behalf of the individuals.
Item 11. Executive Compensation
The information called for by Item 11 is incorporated by reference to the information under the following
captions in the Proxy Statement: ""Compensation of Directors and Trustees,'' ""Summary of Cash and Certain
Other Compensation,'' ""Executive Compensation,'' ""Option Grants,'' ""Option Exercises and Holdings,''
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