Starwood 2010 Annual Report Download - page 24

Compensation and Option Committee. Under the terms of its charter, the Compensation and Option
Committee (the “Compensation 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 Committee is currently comprised of Messrs. Aron (chairperson), Clarke, Daley,
Ryder and Youngblood, 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 six times during 2010.
Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee
is currently comprised of Ambassador Barshefsky (chairperson), Ms. Galbreath, and Messrs. Duncan and Hippeau,
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. 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 suggestions 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
2010.
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.
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