Starwood 2011 Annual Report Download - page 23

Directors looks for candidates with qualities that include strength of character, an inquiring and independent
mind, practical wisdom and mature judgment. The Board of Directors seeks to insure that at least two-thirds of
the directors are independent under the Guidelines, and that members of the 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 Governance 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. The Governance Committee reviews the qualifications and backgrounds of the directors and
the overall composition of the Board on an annual basis, and recommends to the full Board of Directors the slate
of directors to be recommended for nomination for election at the next annual meeting of stockholders.
The Board of Directors does not believe that its members should be prohibited from serving on boards and/
or committees of other organizations, and the Board of Directors has not adopted any guidelines limiting such
activities. However, the Governance Committee and the full Board of Directors 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 in making its recommendations to Company stockholders. However, service on boards and/or committees of
other organizations must be consistent with the Company’s conflict of interest policies.
The Governance Committee may from time-to-time utilize the services of a search firm to help identify and
evaluate candidates for director who meet the criteria and qualifications outlined above.
The Governance Committee will consider candidates for nomination recommended by stockholders and
submitted for consideration. Although it has no formal policy regarding stockholder candidates, the Governance
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 of the
Company, One StarPoint, Stamford, Connecticut 06902, 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. The process involves a corporate
overview, one-on-one meetings with members of senior management and an orientation meeting. In addition, all
directors are given written materials providing information on the Company’s business, its operations and
decision-making processes.
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 10 percent of the outstanding shares of the Company, 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, 2011, 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.
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