Dear Starwood Directors and Associates,

Starwood’s reputation is one of our most valuable and important assets and has a significant impact on every relationship Starwood maintains. Our reputation impacts how our guests or vacation owners feel about our properties, how property owners feel about having our brands on their real estate, how our associates feel about working here and how shareholders see us as an investment. In other words, Starwood’s reputation is what enables us to not simply be a good company but to be a great company - achieving our goals while conducting our business with the highest moral and ethical standards. Whether you are an associate or a member of our Board of Directors and wherever you may be located around the world, we expect you to conduct yourself in accordance with both the letter and the spirit of the law as well as our Worldwide Code of Business Conduct and Ethics (the “Code”) and our other policies.

Starwood’s Office of the General Counsel and the Global Compliance team implement and provide legal and financial compliance and business ethics programs so that our associates understand and embrace these goals. For example, we have developed and will continue to develop web-based programs to educate associates on the Code of Conduct and other matters to better understand the core values, policies, procedures and legal requirements that impact our decisions, behaviors and activities.

We also hope associates feel that Starwood has created an environment of open and honest communication. In this regard we encourage you to raise questions or concerns you may have. It is your responsibility to become familiar with the Code and our policies, to know what is expected of you when you act on behalf of Starwood and to know when to consult with others. Each of us plays an important role in preserving and enhancing the integrity and reputation, which so many people within Starwood have worked so hard to establish.

As part of our commitment to an ethical workplace, the Office of the General Counsel, Global Compliance, and Human Resources work together in responding to reports of possible violations of the Code of Business Conduct and other Starwood policies. These groups are responsible for the successful investigation of any possible violations within Starwood. If you observe, learn or reasonably suspect that there has been a violation of the Code or other Starwood policy, you should promptly alert your supervisor, an appropriate Human Resources representative, the Office of the General Counsel or a member of Global Compliance. You may also communicate your concern via telephone using the Starwood Associate Hotline or via the internet at www.HOTethics.com (where you will also find toll-free telephone numbers to call the hotline from around the world). Both the hotline and website are available for your use 24 hours a day/7 days a week. While we encourage you to identify yourself when raising a concern as this will facilitate our investigation (investigations are kept confidential to the extent possible or permitted by applicable law), the hotline and the website do offer anonymous reporting (certain jurisdictions may limit anonymous reporting in some instances).

The Sarbanes-Oxley Act and related Securities and Exchange Commission and New York Stock Exchange regulations require us to provide a procedure for anonymous reporting of concerns relating to accounting, internal accounting controls or auditing matters. If you have concerns regarding these types of matters that you wish to report anonymously, you may raise them using the hotline or the website or you can send a letter to the Chairman of the Audit Committee of the Board of Directors:

Attn: Chairman of the Audit Committee of the Board of Directors
c/o Corporate Secretary,
Starwood Hotels & Resorts Worldwide, Inc.,
One StarPoint,
Stamford, Connecticut 06902

All concerns relating to accounting, internal accounting controls or auditing matters, no matter how they were submitted, will be presented to the Audit Committee of our Board of Directors on a periodic basis (letters will be forwarded, unopened, to the Audit Committee).

It is Starwood’s policy not to discriminate or retaliate against any associate who reports a concern, provides evidence or who otherwise participates in an investigation in good faith. However, as we value the dignity of all of our associates, anyone who knowingly files a false or misleading report or provides evidence which they know to be false or without a reasonable belief in the accuracy of such information may themselves be subject to disciplinary action, including termination of their employment.

Violations of the Code and Starwood’s other policies will result in discipline. Discipline will vary depending on the circumstances and may include, alone or in combination, a letter of reprimand, demotion, loss of merit increase, bonus or stock options, suspension or even termination of employment and prosecution.

When in doubt about your actions or those of others, you should ask your supervisor, your Human Resources representative, the Office of the General Counsel, or a member of the Internal Audit/Global Compliance team. Our challenge is to maintain our integrity, our ethics and our reputation so that we can remain a great company.

Sincerely,
  Frits van Paasschen
  Chief Executive Officer

 






Employees can also find a wealth of information on Starwood’s intranet site on StarwoodOne at http://one.starwoodhotels.com, which includes the Code of Business Conduct. In order to access this site, you will need your StarwoodOne user name and password.