Starwood 2012 Annual Report Download - page 25

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement 19
ELECTION OF DIRECTORS
Board Meeting, Committee Meeting and Annual Meeting
Attendance
Directors are expected to attend Board of Directors meetings,
meetings of committees on which they serve and the annual
meeting of stockholders. The Company encourages all directors
to attend all meetings and believes that attendance at the annual
meeting is as important as attendance at meetings of the Board
of Directors and its committees. All of our incumbent directors
who were directors at the time of the 2012 Annual Meeting of
Stockholders attended such meeting.
During the year ended December31, 2012, the Board of Directors
held six meetings. In addition, directors attended meetings of
individual Board of Directors committees. Each incumbent director
who was a member of the Board of Directors in 2012 attended at
least 75% of the meetings of the Board of Directors and the Board
of Directors committees on which he or she served.
Board Committees
The Board of Directors has established four standing committees:
the Audit Committee, the Capital Committee, the Compensation and
Option Committee and the Corporate Governance and Nominating
Committee. Each of the standing committees operates pursuant
to a written charter adopted by the Board, which is available on
the Company’s website at www.starwoodhotels.com/corporate/
about/investor/index.html. Each committee’s principal functions
are described below:
Audit Committee.The Audit Committee, which has been established
in accordance with Section3(a)(58)(A) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), is currently comprised
of Mr.Daley (chairperson), Messrs. Aron, Lewis and Clarke and
Ambassador Barshefsky, 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. Aron, Daley and
Lewis is an “audit committee fi nancial 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 fi nancial reporting
practices of the Company. The Audit Committee selects and engages
the Company’s independent registered public accounting fi rm to
audit the Company’s annual consolidated fi nancial statements
and discusses with it the scope and results of the audit. The Audit
Committee also discusses with the independent registered public
accounting fi rm, and with management, fi nancial accounting and
reporting principles, policies and practices and the adequacy of
the Company’s accounting, fi nancial, operating and disclosure
controls. The Audit Committee met nine times during 2012.
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 signifi cant
corporate opportunities between meetings of the Board. The Capital
Committee met four times during 2012.
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 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Compensation Committee makes recommendations to the
Board with respect to the salaries and other compensation to be
paid to the Company’s executive offi cers and other members of
senior management, and administers the Company’s employee
benefi ts plans, including the Company’s 2004 Long-Term Incentive
Compensation Plan. The Compensation Committee met six times
during 2012.
Corporate Governance and Nominating Committee.The Corporate
Governance and Nominating Committee (the “Governance
Committee”) operates pursuant to a written charter and 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 establishes, or assists in the establishment
of, the Company’s governance policies (including policies that
govern potential confl icts 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 offi cer or their affi liates
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 offi cers, directors,
employees and stockholders), recommending directors for service
on Board committees, developing and reviewing background
information for candidates, monitoring our executive succession