Starwood 2007 Annual Report Download - page 17

CORPORATE GOVERNANCE
In addition to our charter and Bylaws, we have adopted Corporate Governance Guidelines, which are posted on
our web site at www.starwoodhotels.com/corporate/investor_relations.html, to address significant corporate gov-
ernance issues. The Guidelines provide a framework for the Company’s corporate governance and cover topics
including, but not limited to, Board and committee composition, Director share ownership guidelines, and Board
evaluations. The Governance and Nominating Committee is responsible for overseeing and reviewing the
Guidelines and reporting and recommending to the Board any changes to the Guidelines.
The charters for the Company’s Audit Committee, Capital Committee, Compensation and Option Committee
and Governance and Nominating Committee are posted on its website at www.starwoodhotels.com/corporate/
investor_relations.html.
The Company has adopted a Finance Code of Ethics applicable to its Chief Executive Officer, Chief Financial
Officer, Corporate Controller, Corporate Treasurer, Senior Vice President-Taxes and persons performing similar
functions. The Finance Code of Ethics is posted on the Company’s web site at www.starwoodhotels.com/corporate/
investor_relations.html. The Company intends to post amendments to, and waivers from, the Finance Code of
Ethics that require disclosure under applicable Securities and Exchange Commission (the “SEC”) rules on its web
site. In addition, the Company has a Code of Conduct applicable to all employees and directors that addresses the
legal and ethical issues employees may encounter in carrying out their duties and responsibilities. Subject to
applicable law, employees are required to report any conduct they believe to be a violation of the Code of Conduct.
The Code of Conduct is posted on the Company’s web site at www.starwoodhotels.com/corporate/
investor_relations.html.
You may obtain a free copy of any of these posted documents by sending a letter to the Company’s Investor
Relations Department, 1111 Westchester Avenue, White Plains, New York 10604. Please note that the information
on the Company’s website is not incorporated by reference in this Proxy Statement.
The Company has a Disclosure Committee, comprised of certain senior executives, to design, establish and
maintain the Company’s internal controls and other procedures with respect to the preparation of periodic reports
filed with the SEC, earnings releases and other written information that the Company will disclose to the investment
community (the “Disclosure Documents”). The Disclosure Committee evaluates the effectiveness of the Compa-
ny’s disclosure controls and procedures on a regular basis and maintains written records of the disclosure controls
and procedures followed in connection with the preparation of Disclosure Documents. The Company will continue
to monitor developments in the law and stock exchange regulations and will adopt new procedures consistent with
new legislation or regulations.
In accordance with New York Stock Exchange (the “NYSE”) rules, the Board makes an annual determination
as to the independence of the Directors and nominees for election as a director. No Director will be deemed to be
independent unless the Board affirmatively determines that the Director has no material relationship with the
Company, directly or as an officer, stockholder or partner of an organization that has a relationship with the
Company. A material relationship is one that impairs or inhibits — or has the potential to impair or inhibit — a
director’s exercise of critical and disinterested judgment on behalf of the Company and its stockholders. The Board
observes all criteria for independence established by the NYSE listing standards and other governing laws and
regulations. In its annual review of Director independence, the Board considers any commercial, banking,
consulting, legal, accounting, charitable or other business relationships each Director may have with the Company.
In addition, the Board consults with the Company’s counsel to ensure that the Board’s determinations are consistent
with all relevant securities and other laws and regulations regarding the definition of “independent director,”
including but not limited to those set forth in pertinent listing standards of the NYSE in effect from time to time. As a
result of its annual review, the Board has determined that all of the Directors, with the exception of
Mr. Van Paasschen, are independent directors. Mr. Van Paasschen is not independent because he is serving as
the Chief Executive Officer of the Company.
In making this determination, the Board took into account that other than Messrs. Duncan, Hippeau, Ryder,
Quazzo and Youngblood and Ambassador Barshefsky, none of the non-employee directors has any relationship
with the Company except as a Director and stockholder of the Company. With respect to Mr. Duncan, the Board
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