Starwood 2007 Annual Report Download - page 22

Governance Guidelines (or at least a majority are independent under the rules of the NYSE), and that members of
the Company’s Audit Committee meet the financial literacy requirements under the rules of the NYSE and at least
one of them qualifies as an “audit committee financial expert” under applicable federal securities laws. Annually
the Governance and Nominating Committee reviews the qualifications and backgrounds of the Directors, the
overall composition of the Board, and recommends to the full Board the slate of Directors to be recommended for
nomination for election at the annual meeting of stockholders.
The Board does not believe that its members should be prohibited from serving on boards and/or committees of
other organizations, and the Board has not adopted any guidelines limiting such activities. However, the
Governance and Nominating Committee and the full Board 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
making its recommendations to Company stockholders. Service on boards and/or committees of other
organizations should be consistent with the Company’s conflict of interest policies.
The Governance and Nominating Committee may from time-to-time utilize the services of a search firm to
help identify candidates for Director who meet the qualifications outlined above.
The Governance and Nominating Committee will consider candidates nominated by stockholders. Under the
Company’s Bylaws, stockholder nominations must be made in writing, delivered or mailed by first class United
States mail, postage prepaid, to the Corporate Secretary, 1111 Westchester Avenue, White Plains, New York 10604,
and be received by the Corporate Secretary no later than the close of business on the 75th day nor earlier than the
close of business on the 100th day prior to the first anniversary of the preceding year’s annual meeting. In
accordance with the Company’s Bylaws, such notice shall set forth as to each proposed nominee who is not an
incumbent Director (i) the name, age, business address and, if known, residence address of each nominee proposed
in such notice, and a statement as to the qualification of each nominee, (ii) the principal occupation or employment
of each such nominee, (iii) the number of Shares which are beneficially owned by each such nominee and 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.
Although it has no formal policy regarding stockholder nominees, the Governance and Nominating Committee
believes that stockholder nominees should be reviewed in substantially the same manner as other nominees.
The Company provides a comprehensive orientation for all new Directors. It includes a corporate overview,
one-on-one meetings with senior management and an orientation meeting. In addition, all Directors are given
written materials providing information on the Company’s business.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that the Company’s Directors and executive officers, and persons
who own more than ten percent of the outstanding Shares, file 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 fiscal year ended December 31, 2007, and written representations that no other reports were required, all
Section 16(a) filing requirements applicable to its Directors, executive officers and greater than 10 percent
beneficial owners were complied with for the most recent fiscal year.
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Board has appointed and is requesting ratification by stockholders of the appointment of Ernst & Young as
the Company’s independent registered public accounting firm. While not required by law, the Board is asking the
stockholders to ratify the selection of Ernst & Young as a matter of good corporate practice. Representatives of
Ernst & Young are expected to be present at the Annual Meeting, will have an opportunity to make a statement, if
they desire to do so, and will be available to respond to appropriate questions. If the appointment of Ernst & Young
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