Starwood 2009 Annual Report Download - page 20

Rule 16b-3, and are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as
amended. The Compensation 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 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
2004 Long-Term Incentive Compensation Plan. The Compensation Committee met five times during 2009.
Corporate Governance and Nominating Committee. The Corporate 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.
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 executive officer or their affiliates
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, and 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 Corporate Governance and Nominating Committee met four times during
2009.
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 two-thirds of the Directors are independent under the Company’s Governance Guidelines,
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. The Corporate Governance and Nominating Committee does not have a set policy for considering or weighing
diversity in identifying nominees but does seek to have a diversity of backgrounds, skills and perspectives among
Board members, and considers how the background, skills and perspectives of the nominee would contribute to the
total mix of backgrounds, skills and perspectives that would be available to the Board as a whole. Annually the
Corporate Governance and Nominating Committee reviews the qualifications and backgrounds of the Directors and
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
recommendations 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 for nomination recom-
mended by stockholders and submitted for consideration. Although it has no formal policy regarding stockholder
11