Starwood 2007 Annual Report Download - page 21

Audit Committee. The Audit Committee, which has been established in accordance with Section 3(a)(58)(A)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is currently comprised of Messrs. Ryder
(chairman) and Youngblood and Ms. Galbreath, all of whom are “independent” Directors, as determined by the
Board in accordance with the NYSE listing requirements and applicable federal securities laws. The Board has
determined that Mr. Ryder is an “audit committee financial expert” under federal securities laws and has adopted a
written charter for the Audit Committee. The Audit Committee provides oversight regarding accounting, auditing
and financial reporting practices of the Company. The Audit Committee selects and engages the independent
registered public accounting firm to serve as auditors with whom it discusses the scope and results of their audit. The
Audit Committee also discusses with the independent registered public accounting firm and with management,
financial accounting and reporting principles, policies and practices and the adequacy of the Company’s
accounting, financial, operating and disclosure controls. The Audit Committee met 9 times during 2007.
Compensation and Option Committee. Under the terms of its charter, which may be viewed on the Company
website at www.starwoodhotels.com/corporate/investor relations.html, the Compensation Committee is required
to consist of three or more members of the Board of Directors who meet the independence requirements of the
NYSE, are “non-employee directors” pursuant to SEC Rule 16b-3, and are “outside directors” for purposes of
Section 162(m) of the Internal Revenue Code of 1986, as amended. The Compensation and Option Committee is
currently comprised of Messrs. Chapus (chairman), Hippeau and Aron, all of whom are “independent” Directors, as
determined by the Board in accordance with the NYSE listing requirements. The Compensation and Option
Committee makes recommendations to the Board with respect to the salaries and other compensation to be paid to
the Company’s executive officers and other members of senior management and administers the Company’s
employee benefits plans, including the Company’s Long-Term Incentive Compensation Plans. The Compensation
and Option Committee met 12 times during 2007.
Capital Committee. The Capital Committee is currently comprised of Ms. Galbreath (chairperson), and
Messrs. Duncan, Quazzo and Aron. The Capital Committee was established in November 2005 to exercise some of
the power of the Board relating to, among other things, capital plans and needs, mergers and acquisitions,
divestitures and other significant corporate opportunities between meetings of the Board. The Capital Committee
met 5 times during 2007.
Governance and Nominating Committee. The Governance and Nominating Committee is currently
comprised of Messrs. Quazzo (chairman), Duncan and Hippeau and Ambassador Barshefsky, all of whom are
“independent” Directors, as determined by the Board in accordance with the NYSE listing requirements.
Mr. Duncan did not serve on the committee from March 31, 2007 through September 30, 2007, when he was
serving as Chief Executive Officer on an interim basis. The Governance and Nominating Committee was
established in May 2004, combining the functions of the Corporate Governance Committee and the
Nominating Committee, to oversee compliance with the Company’s corporate governance standards and to
assist the Board in fulfilling its oversight responsibilities. The Governance and Nominating Committee
establishes, or assists in the establishment of, the Company’s governance policies (including policies that
govern potential conflicts of interest) and monitors and advises the Company as to compliance with those
policies. The Governance and Nominating Committee reviews, analyzes, advises and makes recommendations
to the Board with respect to situations, opportunities, relationships and transactions that are governed by such
policies, such as opportunities in which a Director or officer has a personal interest. In addition, the Governance and
Nominating Committee is responsible for making recommendations for candidates for the Board of Directors,
taking into account nominations made by officers, directors, employees and stockholders, recommending Directors
for service on Board committees, developing and reviewing background information for candidates, making
recommendations to the Board for changes to the Corporate Governance Guidelines as they pertain to the
nomination or qualifications of directors or the size of the Board, if applicable. The Governance and
Nominating Committee met 7 times during 2007.
There are no firm prerequisites to qualify as a candidate for the Board, although the Board seeks a diverse
group of candidates who possess the background, skills and expertise relevant to the business of the Company or
candidates that possess a particular geographical or international perspective. The Board looks for candidates with
qualities that include strength of character, an inquiring and independent mind, practical wisdom and mature
judgment. The Board seeks to insure that at least 2⁄3of the Directors are independent under the Company’s
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