Starwood 2012 Annual Report Download - page 73

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.-2013Proxy Statement 67
AUDIT COMMITTEE REPORT
The information contained in this Audit Committee Report shall not
be deemed to be “soliciting material” or “fi led” or “incorporated
by reference” in future fi lings with the SEC, or subject to the
liabilities of Section18 of the Exchange Act, except to the extent
that the Company specifi cally incorporates it by reference into a
document fi led 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 fulfi lling its oversight
responsibilities including, but not limited to, (i)monitoring the quality
and integrity of the Company’s fi nancial statements, (ii)monitoring
compliance with legal and regulatory requirements, (iii)assessing the
qualifi cations and independence of the independent registered public
accounting fi rm and (iv)establishing and monitoring the Company’s
systems of internal controls regarding fi nance, 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 fi rst quarter of 2013, the Audit Committee reviewed and
discussed the audited fi nancial statements for the year ended
December31, 2012 with management, the Company’s internal
auditors and the independent registered public accounting fi rm,
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 fi rm 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 fi nancial
statements referred to above be included in the Company’s Annual
Report on Form10-K for the year ended December31, 2012.
Audit Committee of the Board of Directors
Clayton C. Daley, Jr., Chairman
Adam M. Aron
Charlene Barshefsky
Thomas E. Clarke
Aylwin B. Lewis
Audit Fees
The aggregate amounts paid by the Company for the fi scal years ended December31, 2012 and 2011 to the Company’s principal accounting
fi rm, Ernst&Young LLP, are as follows (in millions):
2012 2011
Audit Fees(1) $ 6.3 $ 6.6
Audit-Related Fees(2) $ 0.8 $ 0.8
Tax Fees(3) $ 0.9 $ 1.5
TOTAL $ 8.0 $ 8.9
(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.
(2) Audit-related fees include fees for audits of employee benefit plans, audit and accounting consultation and other attest services.
(3) Tax fees include domestic and foreign tax compliance and consultations regarding tax matters.
The Company has adopted a policy which requires the Audit
Committee of the Board of Directors to approve the hiring of
any current or former employee (within the last fi veyears) of the
Company’s independent registered public accounting fi rm into
any position (i)as a manager or higher, (ii)in its accounting or tax
departments, (iii)where the hire would have direct involvement
in providing information for use in its fi nancial reporting systems,
or (iv)where the hire would be in a policy setting position. When
undertaking its review, the Audit Committee considers applicable
laws, regulations and related commentary regarding the defi nition of
“independence” for independent registered public accounting fi rms.