Starwood 2012 Annual Report Download - page 11

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement 5
PROXY SUMMARY
Corporate Governance Highlights (page 13 )
•
Board Leadership Structure – Our board leadership structure
consists of the Chief Executive Offi cer and President of the
Company and ten outside directors, including the Chairman
and four committee Chairs. The Board of Directors believes
that having a separate independent director serve as Chairman
promotes clear, independent board leadership and engagement.
The Board of Directors also believes it is well served by having
the Chief Executive Offi cer and President of the Company serve
as a member of the Board, as the Chief Executive Offi cer and
President of the Company has primary responsibility for managing
the Company’s day-to-day operations and, consequently, a
unique understanding of the Company’s operations, and the
hotel and leisure industry generally.
• Declassifi ed Board Structure – Each of our directors is elected
to serve for one year only, until the next annual meeting of
stockholders and until his or her successor is duly elected and
qualifi ed.
• Director Independence – Each of our directors, with the
exception of Mr. van Paasschen, is “independent” under the
New York Stock Exchange (“NYSE”) rules. Mr. van Paasschen,
as Chief Executive Offi cer and President of the Company, is not
an “independent” director. Each of our four standing committees
is fully independent.
• Risk Oversight – The Board of Directors regularly receives
reports from members of the Company’s senior management
regarding any strategic, operational, fi nancial, legal, regulatory
or reputational risk that the Company may be facing. The Board
of Directors then reviews management’s assessment, discusses
options for mitigating any such risk with management, and
directs management to manage and minimize the Company’s
exposure. The Board’s committees assist it with the risk oversight
function as follows:
– the Audit Committee oversees the Company’s controls and
compliance activities and oversees management’s process for
identifying and quantifying risks facing the Company;
– the Compensation and Option Committee oversees risk
associated with our compensation policies and practices and
structures the Company’s incentive compensation in a way
that discourages the taking of excessive risks;
– the Corporate Governance and Nominating Committee oversees
Board processes and corporate governance-related risk and
annually reviews legal and regulatory risk with the Company’s
General Counsel; and
– the Capital Committee oversees risks related to our hotel
portfolio, capital improvement plans and capital budgets, and
any investments, divestitures, signifi cant asset sales, mergers
and acquisitions and other extraordinary transactions.
Director Nominees (page15 )
The following table provides summary information about each Director nominee. Each Director stands for election annually.
Name Age Director Since Primary Occupation Independent Committee Memberships(1)
Other Current Public
Company Boards
Frits van Paasschen 52 2007 CEO and President of Starwood No None 0
Adam M. Aron 58 2006 CEO of the Philadelphia 76ers and Chairman
andCEO of World Leisure Partners, Inc.
Yes Audit, Comp 1
Charlene Barshefsky 62 2001 Senior International Partner at WilmerHale, LLP Yes Audit, Gov 3
Thomas E. Clarke 61 2008 President, New Business Development of Nike, Inc. Yes Audit, Comp 1
Clayton C. Daley, Jr. 61 2008 Retired; former CFO and Vice Chair of The Procter &
Gamble Company
Yes Audit, Comp 2
Bruce W. Duncan 61 1999 President and CEO of First Industrial Realty Trust, Inc. Yes Gov 1
Lizanne Galbreath 55 2005 Managing Partner of Galbreath & Company Yes Capital, Gov 0
Eric Hippeau 61 1999 Partner with Lerer Ventures Yes Capital, Gov 0
Aylwin B. Lewis 57 2013 President and CEO of Potbelly Sandwich Works, LLC Yes Audit 1
Stephen R. Quazzo 53 1999 CEO of Pearlmark Real Estate Partners, L.L.C. Yes Capital 0
Thomas O. Ryder 68 2001 Retired; former Chairman and CEO ofTheReader’s
Digest Association, Inc.
Yes Capital, Comp 3
(1) Full committee names are as follows:
Audit – Audit Committee
Capital – Capital Committee
Comp – Compensation and Option Committee
Gov – Corporate Governance and Nominating Committee