Starwood 2015 Annual Report Download - page 52

Table of Contents
ownership guidelines, incentive recouping, anti-hedging and anti-pledging policies, and board and committee assessment. The Corporate Governance and
Nominating Committee is responsible for overseeing and reviewing the Guidelines and for reporting and recommending to the Board any changes to the
Guidelines.
To further promote transparency and ensure accurate and adequate disclosure, we have established a Disclosure Committee comprised of certain senior executives
to design, establish and maintain our internal controls and other procedures with respect to the preparation of periodic reports required to be filed with the SEC,
earnings releases and other written information that we decide to disclose to the investment community. The Disclosure Committee evaluates the effectiveness of
our disclosure controls and procedures and maintains written records of its meetings.
The Board also has certain policies relating to retirement and a change in a director’s principal occupation. The Guidelines provide 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. The Guidelines provide 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 Corporate Governance and Nominating
Committee will then make a recommendation to the Board as to whether the Board should accept or reject such resignation.
We indemnify our directors and officers 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. Indemnification is required pursuant to our Charter and we have entered into agreements with our directors and executive
officers undertaking a contractual obligation to provide the same.
Communications with the Board
We have adopted a policy which permits stockholders and other interested parties to contact the Board. If you are a stockholder or interested party and would like
to contact the Board, 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 at www.hotethics.com. It is important that you identify yourself as a stockholder or an interested party in the correspondence. If the
correspondence contains complaints about our Company’s accounting, internal or auditing matters, the Corporate Secretary will advise a member of the Audit
Committee. If the correspondence concerns other matters or is directed to the non-employee directors, the Corporate Secretary will forward the correspondence to
the director to whom it is addressed or otherwise as would be appropriate under the circumstances, attempt to handle the inquiry directly (for example where it is a
request for information or a stock-related matter), or not forward the communication altogether if it is primarily commercial in nature or relates to an improper or
irrelevant topic. At each regularly scheduled Board meeting, the Corporate Secretary or his designee will present a summary of all such communications received
since the last meeting that were not forwarded and shall make those communications available to the directors upon request. This policy is also posted on our
website at www.starwoodhotels.com/corporate/about/investor/ governance.html.
Item 14. Principal Accounting Fees and Services .
The aggregate amounts billed to the Company for the fiscal years ended December 31, 2015 and 2014 by the Company’s principal accounting firm, Ernst & Young
LLP, are as follows (in millions):
2015 2014
Audit Fees (1) $ 7.9 $7.7
Audit-Related Fees (2) $ 8.1 $0.9
Tax Fees (3) $ 1.9 $1.0
All Other Fees $ — $ —
TOTAL $17.9 $9.6
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