Starwood 2011 Annual Report Download - page 22

comprised of Messrs. Daley (chairperson), Aron, Clarke and Youngblood, all of whom are “independent”
directors, as determined by the Board in accordance with the NYSE listing requirements and applicable federal
securities laws. The Board of Directors has determined that each of Messrs. Daley and Aron is an “audit
committee financial expert” under federal securities laws. The Board of Directors has adopted a written charter
for the Audit Committee which states that the Audit Committee provides oversight regarding accounting,
auditing and financial reporting practices of the Company. The Audit Committee selects and engages the
Company’s independent registered public accounting firm to audit the Company’s annual consolidated financial
statements and discusses with it the scope and results of the audit. The Audit Committee also discusses with the
independent registered public accounting firm, and with management, financial accounting and reporting
principles, policies and practices and the adequacy of the Company’s accounting, financial, operating and
disclosure controls. The Audit Committee met nine times during 2011.
Capital Committee. The Capital Committee is currently comprised of Mr. Quazzo (chairperson),
Ms. Galbreath and Messrs. Hippeau and Ryder, all of whom are “independent” directors, as determined by the
Board in accordance with the NYSE listing requirements and applicable federal securities laws. The Capital
Committee was established in November 2005 to exercise some of the power of the Board relating to, among
other things, capital plans and needs, mergers and acquisitions, divestitures and other significant corporate
opportunities between meetings of the Board. The Capital Committee met six times during 2011.
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 who
meet the independence requirements of the NYSE, are “non-employee directors” pursuant to Exchange Act
Rule 16b-3, and are “outside directors” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”). 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 and applicable federal securities laws. 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 2011.
Corporate Governance and Nominating Committee. The Corporate Governance and Nominating
Committee (the “Governance 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 and applicable federal securities laws. The Governance
Committee, operating pursuant to a written charter, was established in May 2004 and combines the functions of
the Corporate Governance Committee and the Nominating Committee. The Governance 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
Governance 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 Governance
Committee is responsible for making recommendations for candidates to the Board (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 of Directors for changes to the Guidelines related to the nomination or
qualifications of directors or the size or composition of the Board of Directors. The Governance Committee met
five times during 2011.
There are no firm prerequisites to qualify as a candidate for the Board, although the Board of Directors
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 of
12