Starwood 2012 Annual Report Download - page 20

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement14
CORPORATE GOVERNANCE
reviewing the Guidelines and for reporting and recommending to
the Board of Directors any changes to the Guidelines.
We have adopted a Finance Code of Ethics (the “Finance Code”),
applicable to our Chief Executive Offi cer, Chief Financial Offi cer,
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/about/investor/governance.html. The Company intends
to post amendments to, and waivers from, the Finance Code on its
website, as required by applicable rules of 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/about/investor/governance.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 fi led
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 indemnifi es its directors and offi cers 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.
Indemnifi cation is required pursuant to our Charter and the Company
has entered into agreements with its directors and executive offi cers
undertaking a contractual obligation to provide the same.
Director Independence
In accordance with 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 affi rmatively determines
that such director or director nominee has no material relationship
with the Company, directly or as an offi cer, 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 affi liation, 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 defi nition of
“independent director,” including but not limited to those set forth
in pertinent listing standards of the NYSE.
Our Board of Directors has determined that each of the directors
and director nominees, with the exception of Mr.van Paasschen, is
“independent” under the NYSE rules and that these directors have
no material relationship with the Company that would prevent the
directors from being considered independent. Mr.van Paasschen,
as Chief Executive Offi cer and President of the Company, is not
an “independent” director under the NYSE rules.
In making this determination, the Board of Directors took into
account that four of the non-employee directors, Messrs. Daley,
Duncan and Hippeau and Ms.Galbreath, have no relationship
with the Company except as a director and stockholder of the
Company and that the remaining six non-employee directors have
relationships with companies that do business with the Company
that are consistent with the NYSE independence standards as well
as independence standards adopted by the Board of Directors.
Communications with the Board
The Company has adopted a policy which permits stockholders
and other interested parties to contact the Board of Directors.
If you are a stockholder or interested party and would like to
contact the Board of Directors, you may send a letter to the Board
of Directors, c/othe Corporate Secretary of the Company, One
StarPoint, Stamford, Connecticut 06902 or contact us online