Starwood 2015 Annual Report Download - page 51

Table of Contents
Ryder and Ambassador Barshefsky, have relationships with our stockholders or companies that do business with us that are consistent with the NYSE
independence standards as well as independence standards adopted by the Board.
Review of Related Person Transactions
The Board has adopted a Corporate Opportunity and Related Person Transaction Policy (or Related Person Transaction Policy), the purpose of which is to address
the reporting, review and approval or ratification of transactions with directors, director nominees, executive officers, stockholders known to own of record or
beneficially more than five percent of our shares (or 5% Holders) and each of the foregoing’s respective family members and/or corporate affiliates (collectively,
Covered Persons). As a general matter, we seek to avoid Related Person Transactions because they can involve potential or actual conflicts of interest and pose the
risk that they may be, or be perceived to be, based on considerations other than the Company’s best interests. For purposes of the policy, a “Related Person
Transaction” means any transaction involving the Company in which a Covered Person has a direct or indirect material interest. A transaction involving entities
controlled by the Company shall be deemed a transaction in which the Company participates. However, we recognize that in some circumstances transactions
between us and related persons may be incidental to the normal course of business or provide an opportunity that is in the best interests of the Company, or that is
not inconsistent with the best interests of the Company, or is more efficient to pursue than an alternative transaction. The Board has charged the Corporate
Governance and Nominating Committee with establishing and periodically reviewing our Related Person Transaction Policy. A copy of the policy is posted on our
website at www.starwoodhotels.com/corporate/about/investor/governance.html.
The Related Person Transaction Policy also governs certain corporate opportunities to ensure that Corporate Opportunities are not pursued by Covered Persons
unless and until the Company has determined that it is not interested in pursuing said opportunity. For purposes of the policy, a “Corporate Opportunity” means any
opportunity (i) that is within the Company’s existing line of business or is one in which the Company either has an existing interest or a reasonable expectancy of
an interest; and (ii) the Company is reasonably capable of pursuing.
Under the Related Person Transaction Policy, except as otherwise provided, each director, executive officer, and 5% Holder is required to submit any such Related
Person Transaction or Corporate Opportunity to the Corporate Governance and Nominating Committee for review. In its review, the Corporate Governance and
Nominating Committee is to consider all relevant facts and circumstances to determine whether it should (i) reject the proposed transaction; (ii) conclude that the
proposed transaction is appropriate and suggest that the Company pursue it on the terms presented or on different terms, and in the case of a Corporate Opportunity,
suggest that the Company pursue the Corporate Opportunity on its own, with the party who brought the proposed transaction to the Company’s attention or with
another third party; or, (iii) ask the Board to consider the proposed transaction so that the Board may then take either of the actions described in (i) or (ii) above,
and, at the Corporate Governance and Nominating Committee’s option, in connection with, (iii) make a recommendation to the Board.
Any person bringing a proposed transaction to the Corporate Governance and Nominating Committee is obligated to provide any and all information requested by
the Corporate Governance and Nominating Committee and, in the case of a director, such director must recuse himself or herself from any vote or other
deliberation on the matter.
The policy may be changed at any time by the Board.
Corporate Governance Policies
In addition to our Charter and Bylaws, we have adopted the Corporate Governance Guidelines (or Guidelines), which are posted on our website at
www.starwoodhotels.com/corporate/about/investor/governance.html. The Guidelines address significant corporate governance matters and provide the framework
for our corporate governance policies and practices including: board and committee composition, director and executive stock
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