Starwood 2010 Annual Report Download - page 25

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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
candidates, the Corporate Governance and Nominating Committee believes that stockholder candidates should be
reviewed in substantially the same manner as other candidates.
Under the Company’s current Bylaws, stockholder nominations of individuals to be elected as directors at an
annual meeting of our stockholders must be made in writing and delivered 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, in addition
to other required information specified in the 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 and owned of record 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.
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.
To the Company’s knowledge, based solely on a review of the copies of these reports furnished to the Company
for the fiscal year ended December 31, 2010, and written representations from our Directors and executive officers,
all Section 16(a) filing requirements applicable to its Directors, executive officers and greater than 10 percent
beneficial owners were complied with for the most recent fiscal year, except that Mr. Duncan failed to timely file
one Form 4 with respect to one transaction. This transaction report was filed late by the Company on behalf of
Mr. Duncan.
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Board has appointed and is requesting ratification by stockholders of the appointment of Ernst & Young as
the Company’s independent registered public accounting firm. While not required by law, the Board is asking the
stockholders to ratify the selection of Ernst & Young as a matter of good corporate practice. Representatives of
Ernst & Young are expected to be present at the Annual Meeting, will have an opportunity to make a statement, if
they desire to do so, and will be available to respond to appropriate questions. If the appointment of Ernst & Young
is not ratified, the Board and the Audit Committee will reconsider the selection of the independent registered public
accounting firm.
The Board unanimously recommends a vote FOR ratification of the appointment of Ernst & Young as the
Company’s independent registered public accounting firm for 2011.
ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Board of Directors is committed to excellence in governance and is aware of the significant interest in
executive compensation matters by investors and the general public.
The Company has designed its executive compensation programs to attract, motivate, reward and retain the
senior management talent required to achieve our corporate objectives and increase stockholder value. We believe
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