Starwood 2008 Annual Report Download - page 22

Guidelines as they pertain to the nomination or qualifications of Directors or the size of the Board, if applicable. The
Corporate Governance and Nominating Committee met 10 times during 2008.
This year, Messrs. Clarke and Daley are standing for election by the stockholders for the first time. Mr. Clarke
was elected a Director by the Board in April 2008 and Mr. Daley was elected a Director by the Board in November
2008. Mr. Clarke was recommended to the Board by the Chief Executive Officer, who believed that he would be a
valuable addition to the Board based on his brand and marketing knowledge and experience. Mr. Daley was
recommended by a search firm engaged by the Corporate Governance and Nominating Committee to recommend
candidates with a strong financial background and international operations experience. The Corporate Governance
and Nominating Committee conducted its own evaluation and interviewed Messrs. Clarke and Daley before making
its recommendation to nominate each of them.
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 2/3 of the Directors are independent under the Company’s
Governance Guidelines (or at least a majority are independent under the rules of the NYSE), and that members of
the Company’s Audit Committee meet the financial literacy requirements under the rules of the NYSE and at least
one of them qualifies as an “audit committee financial expert” under applicable federal securities laws. Annually
the Corporate Governance and Nominating Committee reviews the qualifications and backgrounds of the Directors,
the overall composition of the Board, and recommends to the full Board the slate of Directors to be recommended
for nomination for election at the annual meeting of stockholders.
The Board does not believe that its members should be prohibited from serving on boards and/or committees of
other organizations, and the Board has not adopted any guidelines limiting such activities. However, the Corporate
Governance and Nominating Committee and the full Board will take into account the nature of and time involved in
a Director’s service on other boards in evaluating the suitability of individual Directors and making its recom-
mendations to Company stockholders. Service on boards and/or committees of other organizations should be
consistent with the Company’s conflict of interest policies.
The Corporate Governance and Nominating Committee may from time-to-time utilize the services of a search
firm to help identify and evaluate candidates for Director who meet the qualifications outlined above.
The Corporate Governance and Nominating Committee will consider candidates nominated by stockholders.
Under the Company’s current Bylaws, stockholder nominations must be made in writing, delivered or mailed by
first class United States mail, postage prepaid, to the Corporate Secretary, 1111 Westchester Avenue, White Plains,
New York 10604, and be received by the Corporate Secretary no later than the close of business on the 75th day nor
earlier than the close of business on the 100th day prior to the first anniversary of the preceding year’s annual
meeting. In accordance with the Company’s current Bylaws, such notice shall set forth as to each proposed nominee
(i) the name, age and business address of each nominee proposed in such notice, and a statement as to the
qualification of each nominee, (ii) the principal occupation or employment of each such nominee, (iii) the number
of Shares which are beneficially owned by each such nominee and by the nominating stockholder, and (iv) any other
information concerning the nominee that must be disclosed of nominees in proxy solicitations regulated by
Regulation 14A of the Exchange Act, including, without limitation, such person’s written consent to being named in
the proxy statement as a nominee and to serving as a Director if elected. Although it has no formal policy regarding
stockholder nominees, the Corporate Governance and Nominating Committee believes that stockholder nominees
should be reviewed in substantially the same manner as other nominees.
The Company provides a comprehensive orientation for all new Directors. It includes a corporate overview,
one-on-one meetings with senior management and an orientation meeting. In addition, all Directors are given
written materials providing information on the Company’s business.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that the Company’s Directors and executive officers, and persons
who own more than ten percent of the outstanding Shares, file with the SEC (and provide a copy to the Company)
certain reports relating to their ownership of Shares.
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