Starwood 2007 Annual Report Download - page 111

Raymond L. Gellein Jr. Mr. Gellein has been Chairman and Chief Executive Officer of Starwood Vacation
Ownership, Inc. (formerly Vistana, Inc.), our vacation ownership division, since 1980. He was appointed President
of the Global Development Group in July of 2006. Mr. Gellein has announced his retirement from the Corporation
effective March 31, 2008.
Corporate Governance
The Company has an Audit Committee that is currently comprised of directors Thomas O. Ryder (chairman),
Kneeland C. Youngblood and Lizanne Galbreath. The Board of Directors has determined that each member of the
Audit Committee is “independent” as defined by applicable federal securities laws and the Listing Requirements of
the New York Stock Exchange, Inc. and that Mr. Ryder is an audit committee financial expert, as defined by federal
securities laws.
The Company has adopted a Finance Code of Ethics applicable to our Chief Executive Officer, Chief Financial
Officer, 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, officers 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, Compensation and
Options Committee, 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 incorporated by reference into this Annual Report on Form 10-K.
We have submitted the CEO certification to the NYSE pursuant to NYSE Rule 303A.12(a) following the 2007
Annual Meeting of Shareholders.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that Directors, Trustees and
executive officers of the Company, and persons who own more than 10 percent of the outstanding Shares, file 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 fiscal year ended December 31, 2007, and written representations that no other reports were required, all
Section 16(a) filing requirements applicable to its Directors, executive officers and greater than 10 percent
beneficial owners were complied with for the most recent fiscal year.
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: “Executive Compensation,” “Compensation Discussion and Analysis,” “Com-
pensation Committee Report,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Narrative
Disclosure to Summary Compensation Table and Grants of Plan-Based Awards,” “Outstanding Equity Awards at
Fiscal Year-End,” “Option Exercises and Stock Vested,” “Nonqualified Deferred Compensation,” “Potential
Payments upon Termination or Change-in-Control,” and “Director Compensation.”
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