Starwood 2008 Annual Report Download - page 21

The Board unanimously recommends a vote FOR election of these nominees.
Board Meetings and Committees
The Board of Directors held 5 meetings during 2008. In addition to meetings of the full Board, Directors
attended meetings of individual Board committees. Each Director attended at least 75% of the total number of
meetings of the full Board and committees on which he or she serves.
The Board has established Audit, Compensation and Option, Corporate Governance and Nominating, and
Capital Committees, the principal functions of which are described below.
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
(chairperson), Aron, Clarke, Daley and Youngblood, 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 each of Messrs. Ryder and Daley 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 10 times during
2008.
Compensation and Option Committee. Under the terms of its charter, the Compensation and Option
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. Aron (chairperson), Daley, Duncan, Youngblood and Ms. Galbreath,
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 7 times during 2008.
Capital Committee. The Capital Committee is currently comprised of Ms. Galbreath (chairperson), and
Messrs. Clarke, Hippeau and Quazzo. 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 6 times during 2008.
Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee
is currently comprised of Messrs. Quazzo (chairperson), Duncan and Hippeau and Ambassador Barshefsky, all of
whom are “independent” Directors, as determined by the Board in accordance with the NYSE listing requirements.
The Corporate 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 Corporate
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 Corporate 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 Corporate 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
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