Starwood 2008 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 matters. 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 Corporate 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 Corporate Governance and Nominating Committee are posted on its web site 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 Business Conduct and Ethics
(the “Code of Conduct”) applicable to all employees and Directors that addresses 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 web site 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 its meetings. 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 three of the non-employee Directors, Messrs.
Aron and Daley and Ms. Galbreath, have no relationship with the Company except as a Director and stockholder of
the Company and that the remaining seven non-employee Directors have relationships with the Company that are
consistent with the NYSE independence standards. With respect to Mr. Duncan, the Board considered the fact that
Mr. Duncan served as Chief Executive Officer on an interim basis from April 1, 2007 to September 24, 2007 and
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