Starwood 2015 Annual Report Download - page 8

Table of Contents
Audit and other persons performing similar functions. The Finance Code is posted on our website at
www.starwoodhotels.com/corporate/about/investor/governance.html. We intend to post amendments to, and waivers from, the Finance Code on our website, as
required by applicable rules of the SEC.
We also have a Code of Business Conduct and Ethics (or Code of Conduct), applicable to all employees and directors, that addresses legal and ethical issues that
may be encountered in carrying out Company duties and responsibilities. Subject to applicable law, employees are required to report any conduct they believe to be
a violation of the Code of Conduct. The Code of Conduct is posted on the Company’s website at
www.starwoodhotels.com/corporate/about/investor/governance.html.
The 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 (or Exchange Act),
is currently comprised of Messrs. Daley (chairperson), Hippeau, Lewis and Quazzo and Ambassador Barshefsky, all of whom are “independent” directors, as
determined by the Board in accordance with New York Stock Exchange (or NYSE) listing requirements and applicable federal securities laws. The Board has
determined that each of Messrs. Daley, Hippeau and Lewis is an “audit committee financial expert” under federal securities laws. The Board has adopted a written
charter for the Audit Committee which states that the Audit Committee provides oversight regarding accounting, auditing and financial reporting practices of the
Company. The Audit Committee selects and engages our independent registered public accounting firm to audit our annual consolidated financial statements and
discusses with it the scope and results of the audit. The Audit Committee also discusses with the independent registered public accounting firm, and with
management, financial accounting and reporting principles, policies and practices and the adequacy of the Company’s accounting, financial, operating and
disclosure controls. The Audit Committee met eleven times during 2015.
Item 11. Executive Compensation
COMPENSATION DISCUSSION & ANALYSIS
Introduction
This is the Compensation Discussion and Analysis (or CD&A) section of this report. In this section, we explain and analyze the executive compensation program
that applied to our named executive officers for 2015, including the compensation awarded to or earned by our named executive officers for 2015 and the
compensation philosophy established and decisions made by our Compensation Committee for 2015. This Compensation Discussion and Analysis should be read
in conjunction with the tabular disclosures beginning with the 2015 Summary Compensation Table below. For 2015, our named executive officers were:
• Thomas B. Mangas, our current Chief Executive Officer (since December 31, 2015) and a Director (since January 19, 2016). Mr. Mangas was our
former Executive Vice President and Chief Financial Officer until December 30, 2015;
• Martha C. Poulter, our Executive Vice President & Chief Information Officer;
• Sergio D. Rivera, our President, The Americas;
• Alan M. Schnaid, our Senior Vice President, Chief Financial Officer and Principal Accounting Officer (since December 31, 2015). Mr. Schnaid was
our former Senior Vice President, Corporate Controller and Principal Accounting Officer until December 30, 2015;
• Simon M. Turner, our President, Global Development;
• Adam M. Aron, our former Interim Chief Executive Officer (from February 14, 2015 until December 30, 2015); and
• Frits van Paasschen, our former President and Chief Executive Officer (until February 13, 2015).
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