Starwood 2010 Annual Report Download - page 18

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CORPORATE GOVERNANCE
Starwood is committed to maintaining the highest standards of business conduct and corporate governance,
which we believe are essential to running our business efficiently, serving our stockholders well and maintaining
our Company’s integrity in the marketplace.
Board Leadership Structure and Risk Oversight
We believe that the composition of our Board and its committees results in a strong leadership structure for our
Company. As of the date of this proxy statement, our Board has eleven directors, comprised of one chairman (who is
not the Chief Executive Officer and President of the Company), nine additional non-employee members, and the
Chief Executive Officer and President of the Company. Biographies of our Directors can be found in the Election of
Directors section beginning on page 8. The Board has the following four standing committees: (1) Audit,
(2) Capital, (3) Compensation and Option and (4) Corporate Governance and Nominating. The current committee
membership, the number of meetings held during the last fiscal year and the function of each of the standing
committees are described in the Board Meetings and Committees section beginning on page 11. Each of the
standing committees operates under a written charter adopted by the Board. All of the committee charters are
available on the Company’s website at www.starwoodhotels.com/corporate/investor _ relations.html.
As part of its general oversight duties, the Board oversees the Company’s risk management. The Board
regularly invites key members of the Company’s management to its meetings in order to inform the Board of any
operational and/or financial risks that the Company is facing, and the Board reviews and directs management to
address and mitigate such risks. In addition, one of the responsibilities of the Audit Committee is to discuss and
review the systems of internal controls over financial reporting, accounting, legal compliance and our ethics
policies, as established by the Board and/or management, in order to assess risk and oversee risk management. In
setting compensation practices, the Compensation and Option Committee considers the risks to our stockholders,
and the Company as a whole, and structures our incentive compensation to discourage the taking of excessive risks.
Corporate Governance Policies
In addition to our charter and Bylaws, we have adopted Corporate Governance Guidelines (the “Guidelines”),
which are posted on our website at www.starwoodhotels.com/corporate/investor _ relations.html, to address
significant corporate governance 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 respon-
sible for overseeing and reviewing the Guidelines and reporting and recommending to the Board any changes to the
Guidelines.
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 website 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 SEC rules on its website.
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 that may be encountered 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 website at
www.starwoodhotels.com/corporate/investor _ relations.html.
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 Committee evaluates the effectiveness of the Company’s disclosure controls and
procedures on a regular basis and maintains written records of its meetings.
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