Starwood 2011 Annual Report Download - page 17

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We have adopted a Finance Code of Ethics (the “Finance Code”), applicable to our Chief Executive Officer,
Chief Financial Officer, Corporate Controller, Corporate Treasurer, Senior Vice President-Taxes and other
persons performing similar functions. The Finance Code 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 on its website, as required by applicable rules of the Securities and Exchange
Commission (the “SEC”).
The Company also 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.
To further promote transparency and ensure accurate and adequate disclosure, the Company has established
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 required to be filed with
the SEC, earnings releases and other written information that the Company decides to 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.
The Board of Directors also has certain policies relating to retirement and a change in a director’s principal
occupation. One policy provides that directors who are not employees of the Company or any of its subsidiaries
may not stand for re-election after reaching the age of 72 and that directors who are employees of the Company
must retire from the Board upon retirement from the Company. Another policy provides that in the event a
director changes his or her principal occupation (including through retirement), such director should voluntarily
tender his or her resignation to the Board.
The Company indemnifies its directors and officers to the fullest extent permitted by law so that they will be
free from undue concern about personal liability in connection with their service to the Company.
Indemnification is required pursuant to our Charter and the Company has entered into agreements with its
directors and executive officers undertaking a contractual obligation to provide the same.
Director Independence
In accordance with New York Stock Exchange (the “NYSE”) rules, the Board of Directors makes an annual
determination as to the independence of the directors and director nominees. A director or director nominee is not
deemed independent unless the Board of Directors affirmatively determines that such director or director
nominee has no material relationship with the Company, directly or as an officer, stockholder or partner of an
organization that has a relationship with the Company. The Board of Directors observes all criteria for
independence established by the NYSE listing standards and other governing laws and regulations. When
assessing materiality of a director’s relationship with the Company, the Board of Directors considers all relevant
facts and circumstances, not merely from the director’s standpoint, but from that of the persons or organizations
with which the director has an affiliation, and the frequency or regularity of the services, whether the services are
being carried out at arm’s length in the ordinary course of business and whether the services are being provided
substantially on the same terms to the Company as those prevailing at the time from unrelated parties for
comparable transactions. Material relationships can include any commercial, banking, consulting, legal,
accounting, charitable or other business relationships each director or director nominee may have with the
Company. In addition, the Board of Directors consults with the Company’s external legal counsel to ensure that
the Board’s determinations are consistent with all relevant securities laws and other applicable laws and
regulations regarding the definition of “independent director,” including but not limited to those set forth in
pertinent listing standards of the NYSE.
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