Starwood 2009 Annual Report Download - page 60

policy is posted on our website at www.starwoodhotels.com/corporate/investor_relations.html.
The policy applies to each Director and executive officer or their affiliates. The policy governs certain
corporate opportunities as well as certain related party transactions. For purposes of the policy, a “Corporate
Opportunity” means any opportunity (1) that a Director or executive officer reasonably believes is within the
Company’s existing line of business or is one in which the Company either has an existing interest or a reasonable
expectancy of an interest; and (2) the Company is reasonably capable of pursuing. The Corporate Opportunity
Policy also governs (1) any transaction where the Company is investing in entities in which an executive officer or
Director (or affiliates) has a material interest; or (2) any transaction between the Company and other entities
controlled by the Company, on the one hand, and any executive officer or Director (or any affiliate of such persons)
on the other hand.
Under the policy, except as otherwise provided, each Director and executive officer is required to submit any
such proposed transaction to the Governance Committee for review. In its review, the Governance Committee is to
consider all relevant facts and circumstances to determine whether it should (i) reject the proposed transaction;
(ii) conclude that the proposed transaction is appropriate and suggest that the Company pursue it on the terms
presented or on different terms, and in the case of a Corporate Opportunity suggest that the Company pursue the
Corporate Opportunity on its own, with the party who brought the proposed transaction to the Company’s attention
or with another third party; or (iii) ask the Board to consider the proposed transaction so the Board may then take
either of the actions described in (i) or (ii) above, and, at the Governance Committee’s option, in connection with
(iii), make recommendations to the Board.
Any person bringing a proposed transaction to the Governance Committee is obligated to provide any and all
information requested by the Governance Committee and, if a Director, to recuse himself from any vote or other
deliberation.
Historically the Company has employed these pre-established procedures also with respect to transactions
involving known beneficial holders of more than five percent of Shares.
The policy may be changed at any time by the Board.
OTHER MATTERS
The Board is not aware of any matters not referred to in this proxy statement that will be presented for action at
the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons
named in the enclosed proxy to vote the Shares represented thereby in accordance with their discretion.
SOLICITATION COSTS
The Company will pay the cost of soliciting proxies for the Annual Meeting, including the cost of mailing. The
solicitation is being made by mail and over the Internet and may also be made by telephone or in person using the
services of a number of regular employees of the Company at nominal cost. The Company will reimburse banks,
brokerage firms and other custodians, nominees and fiduciaries for expenses incurred in sending proxy materials to
beneficial owners of Shares. The Company has engaged D.F. King & Co., Inc. to solicit proxies and to assist with the
distribution of proxy materials for a fee of $18,500 plus reasonable out-of-pocket expenses.
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