Starwood 2012 Annual Report Download - page 26

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement20
ELECTION OF DIRECTORS
plan and making recommendations to the Board of Directors for
changes to the Guidelines related to the nomination or qualifi cations
of directors or the size or composition of the Board of Directors.
TheGovernance Committee met eight times during 2012.
There are no fi rm prerequisites to qualify as a candidate for the
Board, although the Board of Directors seeks a diverse group of
candidates who possess the background, skills and expertise
relevant to the business of the Company, or candidates that
possess a particular geographical or international perspective. The
Board of 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
ensure that at least two-thirds of the directors are independent
under the Guidelines, and that members of the Audit Committee
meet the fi nancial literacy requirements under the rules of the NYSE
and at least one of them qualifi es as an “audit committee fi nancial
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 qualifi cations 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. Service on boards
and/or committees of other organizations must be consistent with
the Company’s confl ict of interest policies.
The Governance Committee may from time-to-time utilize the
services of a search fi rm to help identify and evaluate candidates
for director who meet the criteria and qualifi cations 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 75
th
day nor earlier than the close
of business on the 100
th
day prior to the fi rst anniversary of the
preceding year’s annual meeting. In accordance with the Company’s
current Bylaws, in addition to other required information specifi ed
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 qualifi cation of
each nominee, (ii)the principal occupation or employment of each
such nominee, (iii)the number of shares which are benefi cially 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) Benefi cial Ownership Reporting Compliance
Section16(a) of the Exchange Act requires that the Company’s
directors and certain offi cers, and persons who own more than
10percent of the outstanding shares of the Company, fi le 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 fi scal
year ended December31, 2012, and written representations from
our directors and offi cers, all Section16(a) fi ling requirements
applicable to the Company’s directors, offi cers and greater than
10percent benefi cial owners were complied with for the most recent
fi scal year, except that due solely to administrative error, one late
Form 4 was fi led for Mr. Duncan with respect to one transaction.
In addition, because the Company failed to timely advise Alan
Schnaid that he was subject to the reporting requirements of
Section16 in his position as chief accounting offi cer, Mr. Schnaid
failed to timely fi le one Form 3 and 24 Form 4s with respect to
84 transactions. Once the Company informed Mr. Schnaid of his
fi ling obligation, the Company assisted Mr. Schnaid with reporting
all late transactions in July2012.