Starwood 2011 Annual Report Download - page 61

AUDIT COMMITTEE REPORT
The information contained in this Audit Committee Report shall not be deemed to be “soliciting material”
or “filed” or “incorporated by reference” in future filings with the SEC, or subject to the liabilities of Section 18
of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a
document filed under the Securities Act of 1933, as amended, or the Exchange Act.
The Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Starwood
Hotels & Resorts Worldwide, Inc. (the “Company”), which is comprised entirely of “independent” directors, as
determined by the Board in accordance with the New York Stock Exchange (the “NYSE”) listing requirements
and applicable federal securities laws, serves as an independent and objective party to assist the Board in
fulfilling its oversight responsibilities including, but not limited to, (i) monitoring the quality and integrity of the
Company’s financial statements, (ii) monitoring compliance with legal and regulatory requirements,
(iii) assessing the qualifications and independence of the independent registered public accounting firm and
(iv) establishing and monitoring the Company’s systems of internal controls regarding finance, accounting and
legal compliance. The Audit Committee operates under a written charter which meets the requirements of
applicable federal securities laws and the NYSE requirements.
In the first quarter of 2012, the Audit Committee reviewed and discussed the audited financial statements
for the year ended December 31, 2011 with management, the Company’s internal auditors and the independent
registered public accounting firm, Ernst & Young LLP, including the matters required to be discussed with the
independent accountant by Statement of Auditing Standards No. 61, as amended. The Audit Committee also
discussed with the independent registered public accounting firm matters relating to its independence, including a
review of audit and non-audit fees and the written disclosures and letter from Ernst & Young LLP to the Audit
Committee required pursuant to Rule 3526 of the Public Company Accounting Oversight Board regarding the
independent accountants’ communications with the Audit Committee concerning independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board
that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2011.
Audit Committee of the Board of Directors
Clayton C. Daley, Jr., Chairman
Adam M. Aron
Thomas E. Clarke
Kneeland C. Youngblood
Audit Fees
The aggregate amounts paid by the Company for the fiscal years ended December 31, 2011 and 2010 to the
Company’s principal accounting firm, Ernst & Young, are as follows (in millions):
2011 2010
Audit Fees(1) ........................................... $6.6 $5.6
Audit-Related Fees(2) .................................... $0.8 $0.9
Tax Fees(3) ............................................ $1.5 $0.6
Total ................................................. $8.9 $7.1
(1) Audit fees include the fees paid for the annual audit, the review of quarterly financial statements and
assistance with financial reports required as part of regulatory and statutory filings and the audit of the
Company’s internal controls over financial reporting with the objective of obtaining reasonable assurance
about whether effective internal controls over financial reporting were maintained in all material respects.
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