Corporate/Divisional HR

Policies & Procedures

Issue/Revision Date: 10/31/11
Policy number 10.28
Anticorruption Policy


2011 Starwood Hotels & Resorts Worldwide, Inc. All Rights Reserved.
PRIVILEGED & CONFIDENTIAL May not be reproduced or distributed without written permission from Starwood.

Overview
We operate in strict compliance with anticorruption laws applicable to our business operations around the
world, and all related laws that prohibit bribery, solicitation of bribery and the payment of kick-backs
(Anticorruption Laws). Relevant laws include, but are not limited to, the US Foreign Corrupt Practices
Act (FCPA), the UK Bribery Act, and Singapores Prevention of Corruption Act, all of which govern
how companies may conduct business, especially with foreign officials. The FCPA makes it a crime to
offer anything of value to non-US officials in order to obtain or retain business, or secure an improper
business advantage. The FCPA also requires public companies to keep accurate books and records, and
to have an adequate system of internal financial and accounting controls. The UK Bribery Act makes it
an offense to receive, as well as to give, a bribe and further makes companies with operations in the UK
strictly liable for failure to prevent bribery. Although Anticorruption Laws around the globe may vary,
they generally address similar conduct and share common principles.
Violations of Anticorruption Laws are serious and can result in personal liability for those who violate
them in addition to severe fines, costly legal fees and damage to our Companys brands and our
reputation. We will investigate any reported violations of this policy as appropriate. Any employee who
is found to be in violation of this policy will be subject to disciplinary action, up to and including
termination of employment.
Policy
The Companys anticorruption policy (the Policy) mandates compliance with all Anticorruption Laws
applicable to our business operations around the world. Further, in accordance with the principles set
forth in our Code of Business Conduct we do not condone nor permit bribery, solicitation of bribery or
the payment of kick-backs, whether or not permitted by local law. The Policy may be stricter than the
laws of certain countries in which we do business. Contact the Office of the General Counsel
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whenever
you have any questions about our Policy or applicable laws.
Below are commonly asked questions about the Policy and applicable Anticorruption Laws:
To Whom Does The Policy Apply?
The Policy applies to directors, officers and associates of Starwood Hotels & Resorts Worldwide, Inc. and
its subsidiaries, as well as our affiliates, third party agents and business partners located anywhere in the
world, regardless of citizenship. Under the Policy, third party agents and business partners include, but
are not limited to, entities which operate businesses under the Companys trade names and brands,
including franchisees and hotel owners, and from which the Company derives economic benefit.



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References to the Office of the General Counsel in this Policy include the legal departments residing in the
Companys divisional and regional offices around the globe. If you have questions or concerns regarding the Policy,
contact your local legal department representative. Contact the Office of the General Counsel at the Companys
worldwide headquarters if you do not know whom you should contact locally.
Corporate/Divisional HR
Policies & Procedures
Issue/Revision Date: 10/31/11
Policy number 10.28
Anticorruption Policy


2011 Starwood Hotels & Resorts Worldwide, Inc. All Rights Reserved.
PRIVILEGED & CONFIDENTIAL May not be reproduced or distributed without written permission from Starwood.

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What Conduct Is Prohibited Under the Companys Anticorruption Policy?
To Make, Offer, Promise or Authorize an Improper Payment: It is a violation of the Policy to
make, offer, promise, or authorize a promise of a payment of money or anything of value, directly or
indirectly to any individual or entity to secure some act of the payee, such as (a) influencing an official
act or decision (including omission to act); (b) inducing a public official or private person to use
influence to affect any act or decision; or (c) securing an improper advantage in order to assist in
obtaining or retaining business for, with, or to any person in any country. This includes any direct or
indirect (through an intermediary or otherwise) payments to third parties while knowing or having
reason to believe that any part of the payment will be used to bribe any individual or entity. The terms
an offer and promise to pay mean that no exchange need to have occurred for there to have been a
violation of the law. Local custom, practice and culture in a particular country do not provide a
justification for payments.
To Solicit, Receive or Accept an Improper Payment: It is a violation of this Policy to directly or
indirectly agree to solicit, receive or accept a bribe or other advantage to perform a relevant function
or activity.
To Conceal the True Nature of Any Payment or Arrangement: It is a violation of this Policy to
fail to maintain adequate books and records, to hide or misallocate funds, or to disguise or attempt to
disguise the sources of illegally obtained funds.
What Conduct is Required Under the Companys Anticorruption Policy?
The Policy requires you to operate ethically, comply with all applicable Anticorruption Laws and to never
solicit, pay or receive bribes or other economic benefits, or make or receive improper payments, in an
attempt to win business or obtain commercial advantages for the Company. Specifically:
Approval of the Office of the General Counsel for Certain Payments:
To Foreign Officials:
Approval of the Office of the General Counsel is required before offering or giving anything of
value, even minimal value, to a foreign official or to someone who is in a position to influence a
foreign official. This includes any and all payments to such persons; including those that may be
permissible by law and discussed herein under the heading Are There Any Permissible
Payments, Expenses or Gifts?. See the discussion below entitled Who or What Qualifies as a
Foreign Official? for additional guidance. Should you have any questions about whether
approval is required, contact the Office of the General Counsel.
To All Other Persons or Business Entities:
Approval of the Office of the General Counsel is required before offering or giving anything of
value, even minimal value, to a private individual or corporate entity other than payment of (i) a
routine service fee, (ii) reasonable and bona fide marketing, promotional and travel expenses, (iii)
reasonable and bona fide payments related to contract performance or (iv) any business gift that
satisfies the requirements of our Gift Policy unless such gift or other form of hospitality is being
given to, or from, a foreign official, in which case approval of the Office of the General Counsel
is required. See the discussion below entitled Are There Any Permissible Payments, Expenses
or Gifts? for guidance. See the discussion below entitled Who or What Qualifies as a Foreign
Official? for additional guidance.
Corporate/Divisional HR
Policies & Procedures
Issue/Revision Date: 10/31/11
Policy number 10.28
Anticorruption Policy


2011 Starwood Hotels & Resorts Worldwide, Inc. All Rights Reserved.
PRIVILEGED & CONFIDENTIAL May not be reproduced or distributed without written permission from Starwood.

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Adequate Books and Records: Under the Policy our businesses around the world are also required
to have in place: (i) accounting practices that help ensure the accuracy of our books and records, and
(ii) adequate internal controls and procedures that help prevent bribes and detect illegal transactions.
Caches of hidden or misallocated assets and slush funds are prohibited. All payments and
Company transactions must be classified adequately and accurately without any hidden payments that
conceal the true nature of any arrangement.
Due Diligence: The Policy requires background and risk-based anticorruption due diligence checks of
all associates, agents, third parties, joint venture and other business partners who are likely to interact
with foreign officials in the course of their business. Further, the Policy requires the performance of
appropriate due diligence and risk assessments, in consultation with the Office of the General Counsel,
for transactions in high risk countries (as determined by the Office of the General Counsel), and prior
to hiring any agents, or entering into acquisitions, mergers or joint ventures with new partners.
Anticorruption Contract Provisions: The Policy requires the inclusion of appropriate anticorruption
provisions in contracts for certain transactions and, if and where appropriate, periodic certifications for
third parties, agents, joint venture and other business partners. Consult the member of the Office of the
General Counsel working on such contract to determine whether your contract requires inclusion of an
anticorruption provision.
Enforcement of Compliance: You are required to enforce compliance with this Policy and our
documentation and accounting procedures, especially those regarding the submission and monitoring
of associate and third party expense reports, including when paying associates and agents who may
interact with foreign officials.
Are There Any Permissible Payments, Expenses or Gifts?
Anticorruption Laws generally allow payments for standardized service fees, reasonable and bona fide
marketing, promotional and travel expenses and reasonable and bona fide payments related to contract
performance. See below for examples of permissible practices. Should you have any questions, contact the
Office of the General Counsel prior to making a proposed payment.
Standardized Service Fees: Payments to agencies or departments you are working with based on a set
fee schedule for expedited service are permissible. These include embassy charges for expedited service
to process a business visa or an add-on fee for next-day or priority service. These rush fees must be
routine service fees that are clearly and well advertised. Any such payment must be made directly to the
applicable agency or department and never to an affiliated foreign official.
Reasonable and Bona Fide Marketing and Promotional Expenses: Payments that are reasonable
and bona fide expenses to individuals and entities that are directly related to the promotion,
demonstration or explanation of products or services are permissible under this Policy. Examples of
permissible marketing and promotional expenses include:
Product samples of nominal value provided to demonstrate the quality of the product;
Merchandise giveaways of nominal value, like t-shirts or hats bearing a Company logo, brand or
trade name; and
Payment of reasonable meal expenses and travel expenses to our offices or hotels so persons or an
entity with which the Company is conducting business can familiarize themselves with the
Corporate/Divisional HR
Policies & Procedures
Issue/Revision Date: 10/31/11
Policy number 10.28
Anticorruption Policy


2011 Starwood Hotels & Resorts Worldwide, Inc. All Rights Reserved.
PRIVILEGED & CONFIDENTIAL May not be reproduced or distributed without written permission from Starwood.

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Company and its products. Note that payment of meal expenses and travel expenses for spouses,
partners or family members of such individuals is not permitted.
Certain Payments Related To Contract Performance: Payments that are directly related to the
performance of a contract that are also reasonable and bona fide are permissible under this Policy.
Examples of permissible expenses directly related to the performance of a contract include:
Payment of reasonable expenses related to participation in an offsite planning (or technical, or
budget) meeting for a project in which the contract requires the Company to host a certain
number and type of such meetings at Company or joint venture expense; and
Payment of reasonable expenses related to a foreign officials inspection and review of a site,
process, or facility related to a project with the government, as required under the contract
between the government and the Company.
Certain Gifts: Local custom and practice may prompt you to want to offer or accept a gift, for
example, when you are first introduced, or in honor of a local country holiday, however such action
may be unlawful or may violate a Company policy. See Corporate/Divisional HR Policy Number
10.25 Acceptance or Solicitation of Gifts for guidance. Prior to offering or receiving any gift or other
form of hospitality to or from a foreign official, or any gift that does not satisfy the requirements of
the Gift Policy, you must obtain approval from the Office of the General Counsel.
Legal Payments Under Local Law: Certain countries may expressly permit certain payments to
individuals or entities that would be disallowed under the laws of another country. Before you can
rely on a local law exception you must first obtain approval of the Office of the General Counsel and a
determination that such payment would be permissible under local law, and not barred by cross-border
laws such as the FCPA or U.K. Bribery Act. Local custom, practice and culture of a country do not
justify payments; this exception requires, at a minimum, written law, regulation or guidance
permitting such payment.
What About Facilitation Payments?
Facilitation payments are also known as grease, dash, speed or expediting payments. They are
non-standardized payments of a small amount made to expedite an administrative or clerical officials
performance of some non-discretionary action that he or she is supposed to take, such as obtaining
permits, licenses, or other official documents necessary to do business in a foreign country; processing
government papers such as visas and work orders; providing police protection, mail services, or
scheduling inspections; or providing utility (e.g., phone, electricity) or other government services.
Although such payments may be legally permissible under certain countries laws, like the United States
per the FCPA, facilitation payments are now illegal under the laws and regulations of most countries,
including the United Kingdom per the U.K. Bribery Act. Therefore, it is the Companys policy that
facilitation payments are not to be paid.
What About Political Contributions, Lobbying Activities or Charitable Contributions?
Political contributions, lobbying activities and charitable contributions may be unlawful or may violate a
Company policy. See Corporate Finance Policy Number 210.01 Starwood Political Action Committee
for information on contributing through the Company PAC and Hotel Finance Policy Number 420.07
Political Contributions for the Companys policy on political contributions. See Hotel Finance Policy
Number 420.08 Charitable Contributions for the Companys policy on charitable contributions. Contact
Corporate/Divisional HR
Policies & Procedures
Issue/Revision Date: 10/31/11
Policy number 10.28
Anticorruption Policy


2011 Starwood Hotels & Resorts Worldwide, Inc. All Rights Reserved.
PRIVILEGED & CONFIDENTIAL May not be reproduced or distributed without written permission from Starwood.

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the Office of the General Counsel if you have any questions. Prior to making any such payments to
foreign officials you must obtain approval from the Office of the General Counsel.
Who or What Qualifies As a Foreign Official?
Under the FCPA and other international Anticorruption Laws, the term foreign official is interpreted
very broadly. It includes any officer, employee or principle acting in an official capacity for or on behalf
of any government, department or instrumentality thereof, including without limitation any of the
following:
a foreign government or its departments or agencies;
a legislator, member of parliament or other government employee;
a government agency consultant or representative acting for and on behalf of such government;
a public international organization (e.g., the World Bank, the United Nations);
a political party including any candidate for political office;
a member of a royal family or sovereign wealth fund; or
a state-controlled business enterprise (e.g., state- or municipality-owned hotel owners)
What Constitutes A Bribe, A Financial Advantage Or Anything of Value?
The terms a bribe, anything of value, or a financial advantage under the Policy include, but are not
limited to, cash or its equivalent; charitable donations; loans with favorable terms; the services of a third
party; entertainment, such as sporting events; equipment, supplies or amenities; an educational
scholarship; gifts; and marketing, promotional or travel expenses. It does not have to be tangible or
commercially valuable - it can be completely fictitious - as long as it, or its promise, has value to the
donor and recipient.
What Does It Mean to Have Knowledge That A Payment Will Be Made?
Having knowledge does not require knowledge that the payment will ultimately be received or that the
intended benefit will be received. Having knowledge under applicable Anticorruption Laws and this
Policy means a belief that the payment is substantially likely to occur. Having knowledge also includes
behavior that consciously disregards or is willfully blind to the existence or possibility of a bribe.
Therefore, an individual who deliberately ignores suspicious circumstances, or red flags, or who
chooses not to conduct an inquiry into suspicious payment activity will be deemed to have actual
knowledge.
Further, a company operating in the United Kingdom can also violate the UK Bribery Act by merely
failing to prevent bribery, or failing to have effective controls and procedures that prevent bribery in other
parts of the world. No proof of actual knowledge of the bribe or suspicious circumstance is required.
What Types of Benefits Does the Payor Have to Be Trying to Obtain?
Any number of actions may qualify as an attempt to gain an improper business advantage. In general, it
is an attempt to gain any kind of competitive edge, or to obtain or retain business.
What Are the Penalties for Violating Anticorruption Laws?
Corporate/Divisional HR
Policies & Procedures
Issue/Revision Date: 10/31/11
Policy number 10.28
Anticorruption Policy


2011 Starwood Hotels & Resorts Worldwide, Inc. All Rights Reserved.
PRIVILEGED & CONFIDENTIAL May not be reproduced or distributed without written permission from Starwood.

- 6 -
Most countries have severe penalties for violating Anticorruption Laws, including financial fines and
penalties for companies, as well as imprisonment for individuals who violate Anticorruption Laws. Under
the FCPA, corporations may be fined up to $2 million per violation and individuals may face fines of up
to $250,000 per violation and/or imprisonment of up to five years. Willful violations of the books and
records provision of the FCPA may result in corporate fines of up to $25 million and individuals face
fines of up to $5 million and/or imprisonment of up to 20 years. Penalties for violating Anticorruption
Laws of other countries can be even more onerous. For example, the maximum penalty under the UK
Bribery Act for a corporation is an unlimited fine and there can also be damaging consequences, such as
director disqualifications, company debarment from public contracts, and asset confiscation proceedings.
The maximum penalty for individuals under the UK Bribery Act is 10 years imprisonment and/or a fine
and asset recovery proceedings can be brought to confiscate the proceeds of a crime.
How Do I Report a Suspected Violation of the Policy?
If you observe, learn or reasonably suspect that there has been a violation of this Policy regardless of
when you believe it occurred you should promptly alert your supervisor, an appropriate Human
Resources representative, the Office of the General Counsel or a member of the Internal Audit/Global
Compliance team or you may communicate your concern via telephone using the Starwood Associate
Hotline via telephone 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 and can be used anonymously if you choose and allowed by
local law.
It is our policy not to discriminate or retaliate against any associate who reports any violations of our
policies, provides evidence or who otherwise participates in an investigation in good faith. See Corporate
Finance Policy Number 10.30 Non-Retaliation Policy for Associates Who Report Violations for more
information.