Starwood 2010 Annual Report Download - page 63

a transaction in which the Company participates. However, we recognize that in some circumstances transactions
between us and related persons may be incidental to the normal course of business or provide an opportunity that is
in the best interests of the Company, or that is not inconsistent with the best interests of the Company, or is more
efficient to pursue than an alternative transaction. The Board has charged the Corporate Governance and
Nominating Committee (the “Governance Committee”) with establishing and reviewing (on a periodic basis)
our Related Person Transaction Policy. A copy of the policy is posted on our website at www.starwoodhotels.com/
corporate/investor _ relations.html.
The Related Person Transaction Policy also governs certain corporate opportunities to ensure that Corporate
Opportunities are not pursued by Covered Persons unless and until the Company has determined that it is
uninterested in pursuing said opportunity. For purposes of the policy, a “Corporate Opportunity” means any
opportunity (1) that 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.
Under the Related Person Transaction Policy, except as otherwise provided, each Director, executive officer,
and 5% Holder is required to submit any such Related Person Transaction or Corporate Opportunity 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 that 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.
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 may properly be presented for
action at the Annual Meeting. The deadline for stockholders to submit matters for consideration at the Annual
Meeting and have it included in these proxy materials expired on November 16, 2010 and the deadline for
stockholders to submit matters for consideration at the Annual Meeting without having the proposal included in
these proxy materials expired on February 27, 2011. However, if any other matter properly comes 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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