Corporate Governance Guidelines
As of: December 2016
Role of Board and Management
Functions of Board
Independence of Directors
Size of Board and Selection Process
Selection of the Chairman of the Board and Chief Executive Officer
Independence of Committee Members
Meetings of Non-Management Directors and Independent Directors
Director Attendance; Participation at Meetings; Confidentiality; Speaking on Behalf of the Company
Setting Board and Committee Agendas
Advance Receipt of Meeting Materials
Ethics and Conflicts of Interest
Reporting of Accounting or Auditing Concerns
Compensation of Board
Non-Management Director Stock Ownership
Annual Compensation Review of Senior Management
Access to Senior Management
Access to Independent Advisors
Director Orientation and Continuing Education
Review of Corporate Governance Guidelines
HYATT HOTELS CORPORATION
CORPORATE GOVERNANCE GUIDELINES
The following Corporate Governance Guidelines (the “Guidelines”) have been adopted
by the Board of Directors (the “Board”) of Hyatt Hotels Corporation (the “Company”) to assist
the Board in the exercise of its responsibilities. The Board intends that these Guidelines serve as
a flexible framework within which the Board may conduct its business and not as a set of legally
binding obligations, and should be interpreted in the context of all applicable laws and the
Company’s Amended and Restated Certificate of Incorporation (as amended from time to time,
the “Certificate of Incorporation”), Amended and Restated Bylaws (as amended from time to
time, the “Bylaws”) and other corporate governance documents. The Guidelines are subject to
modification from time to time by the Board as the Board may deem appropriate in the best
interests of the Company and its stockholders or as required by applicable laws and regulations.
1. Role of Board and Management
The Company’s business is conducted by its employees and officers, under the direction
of the President and Chief Executive Officer (“CEO”) and the oversight of the Board to enhance
the long-term value of the Company for its stockholders. The Board is elected by the
stockholders to oversee management and to assure that the long-term interests of the
stockholders are being served. The Board recognizes that the long-term interests of stockholders
are advanced by taking into consideration, as appropriate, the concerns of other stakeholders,
including associates, guests, property owners, suppliers, the public and members of the
communities in which the Company operates.
2. Functions of Board
The basic responsibility of the directors is to exercise their business judgment to act in
what they reasonably believe to be the best interests of the Company and its shareholders, and to
conduct themselves in accordance with their duties of care and loyalty. The Board has regularly
scheduled meetings during the year (at least four normally scheduled meetings) at which it
reviews and discusses reports by management on the performance of the Company, its plans and
prospects, as well as immediate issues facing the Company. Directors are expected to attend all
scheduled Board and relevant committee meetings, barring special circumstances.
Pritzker family business interests have entered into voting agreements with respect to all
shares of common stock beneficially owned by Pritzker family business interests. Under and
subject to the terms of these agreements, Pritzker family business interests have agreed to vote
their shares of the Company’s common stock consistent with the recommendations of the Board.
In addition, other stockholders unrelated to the Pritzker family business interests who initially
invested in the Company in 2007 have entered into a voting agreement with the Company with
respect to the shares of common stock that they beneficially own, and have agreed to vote their
2 shares of common stock consistent with the recommendation of the Board (without any separate
requirement that the independent directors agree with the recommendation). While these voting
agreements are in effect, they may provide the Board with effective control over matters
requiring stockholder approval, including, without limitation, the election of directors, a merger,
consolidation or sale of all or substantially all of the Company’s assets and other significant
The Nominating and Corporate Governance Committee shall be primarily responsible for
identifying and recommending to the Board qualified candidates for Board membership based
primarily on the following criteria:
- Judgment, character, expertise, skills and knowledge useful to the oversight of the
- Diversity of viewpoints, backgrounds and experiences;
- Business or other relevant experience; and
- The extent to which the integrity of the candidate’s expertise, skills, knowledge and
experience with that of the other Board members will build a Board that is effective,
collegial and responsive to the needs of the Company.
Directors should devote the time and effort necessary to fulfill their duties and
responsibilities, and should be prepared to serve on the Board for an extended period of time.
Directors should offer their resignation if in their reasonable judgment any significant change in
their personal circumstances, including a fundamental change in their principal job
responsibilities, makes them unable to devote sufficient time to their responsibilities as a Board
member. The Nominating and Corporate Governance Committee shall consider the resignation
offer, evaluate the continued appropriateness of Board membership in light of all of the
circumstances and recommend to the Board whether to accept such director’s resignation or
request that the director continue to serve.
The Board does not believe that arbitrary term limits on a director’s service or mandatory
retirement age are appropriate, nor does it believe that directors should expect to be renominated
at the end of their respective terms until they resign or are removed. Directors who have served
on the Board for an extended period of time are able to provide valuable insight into the
operations and future of the Company based on their experience with and understanding of the
Company’s history, policies and objectives. The Board believes that, as an alternative to term
limits and a mandatory retirement age, it can ensure that the Board continues to evolve and adopt
new viewpoints through the evaluation and nomination process described in these guidelines.
The Chairman of the Board as well as the Nominating and Corporate Governance Committee
shall monitor performance and take steps as necessary regarding continuing director tenure.
Similarly, the Board does not believe that its members should be prohibited from serving on
boards of other organizations and has not adopted any guidelines limiting such (or other)
activities, except with respect to members serving on the Audit Committee, as described below.
However, each director should notify the Chairman of the Board and the Chairman of the
Nominating and Corporate Governance Committee in advance (to the extent possible) of any
material change in such director’s professional roles and responsibilities (including service or
proposed service on other boards and/or committees) and the Nominating and Corporate
Governance Committee will evaluate the continued appropriateness of Board membership (or
Audit Committee membership, as the case may be) under the new circumstances and shall make
a recommendation to the Board as to any action to be taken with respect to continued Board (or
Audit Committee) membership.
Due to the demanding nature of service on the Audit Committee, a member of the Audit
Committee may not serve on the audit committees of the boards of directors of more than two
other public companies at the same time as they are serving on the Audit Committee, unless the
Board determines that such service would not impair the ability of such member to effectively
serve on the Audit Committee.
Service on other boards and/or committees should be consistent with the Company’s
conflict of interest policies set forth below.
4. Independence of Directors
The Board will review annually the relationships that each director has with the Company
to determine whether each director qualifies as an Independent Director (as defined below). The
Board will be comprised of a majority of directors who qualify as independent directors (the
“Independent Directors”) under the listing standards of the New York Stock Exchange (the
“NYSE”). Directors who do not meet the NYSE’s independence standards, including current
and former members of management, also make valuable contributions to the Board and to the
Company by reason of their experience and wisdom, and the Board expects that some minority
of its Board will not meet the NYSE’s independence standards.
Only those directors who the Board affirmatively determines have no direct or indirect
material relationship with the Company (directly or as a partner, stockholder or officer of an
organization that has a relationship with the Company) will be considered Independent Directors,
subject to any additional qualifications prescribed under the listing standards of the NYSE. A
material relationship is one that would interfere with the director’s exercise of independent
judgment in carrying out his or her duties and responsibilities as a director.
In accordance with the Sarbanes-Oxley Act, the Company will not make any personal
loans or extensions of credit to directors or executive officers.
5. Size of Board and Selection Process
Pursuant to the Certificate of Incorporation, the number of directors shall be fixed from
time to time by the Board, but in no event will be less than five (5) or more than fifteen (15).
The directors are elected by the stockholders of the Company at the annual meeting of
stockholders. The Board is divided into three classes, and the term of directors in each class is
three years. Each year, at the annual meeting, the Board will recommend a slate of directors for
the class whose term of office is expiring for election by the stockholders. In accordance with
the Certificate of Incorporation, the Board will also be responsible for filling vacancies or newly-created
directorships on the Board that may occur between annual meetings of stockholders. The
Nominating and Corporate Governance Committee will be responsible for identifying, screening
and recommending candidates to the entire Board for Board membership. Stockholders may
submit potential director nominees for consideration by the Nominating and Corporate
Governance Committee in accordance with such policies and procedures as shall be determined
by the Nominating and Corporate Governance Committee from time to time and in accordance
with the Company’s Bylaws.
6. Selection of the Chairman of the Board and Chief Executive Officer
The Board will elect the Chairman of the Board and Chief Executive Officer in the
manner and based on the criteria that it deems appropriate and in the best interests of the
Company given the circumstances at the time of such election. The offices of the Chairman of
the Board and Chief Executive Officer may be either combined or separated, in the Board’s
7. Board Committees
The Board has established the following four (4) committees to assist the Board in
discharging its responsibilities: (1) Audit (consisting of at least three members), (2)
Compensation, (3) Nominating and Corporate Governance and (4) Finance. From time to time,
the Board may form a new committee, disband, or re-constitute a current committee, depending
upon the circumstances (including applicable laws and the rules and regulations of the NYSE).
Each committee will perform its duties as assigned by the Board in compliance with the Bylaws
and the committee’s charter. The committees regularly report highlights of their meetings to the
full Board. The committees may occasionally hold meetings in conjunction with the full Board.
8. Independence of Committee Members
Each of the Audit Committee, Compensation Committee and Nominating and Corporate
Governance Committee shall be composed entirely of Independent Directors. Each member of
the Audit Committee shall satisfy the independence and expertise requirements of the NYSE and
the Sarbanes-Oxley Act and each member of the Compensation Committee shall satisfy the
independence requirements of the NYSE with respect to Compensation Committee members.
9. Lead Director
From time to time, the independent directors may determine that the Board should have a
lead director. In the event that the independent directors make such a determination, the
Chairman of the Nominating and Corporate Governance Committee shall become the lead
director on an ex officio basis. In the event that a lead director is designated, his or her duties
would include: assisting the Chairman of the Board and Board in assuring compliance with and
implementation of the Company’s Corporate Governance Guidelines, coordinating the agenda
for and moderating sessions of the Board’s non-management directors and acting as principal
liaison between the non-management directors and the Chairman of the Board on sensitive
issues. The Company does not currently have a lead independent director.
10. Meetings of Non-Management Directors and Independent Directors
Non-management directors will regularly meet in executive session without management
present and the independent directors will meet in executive session at least once a year. The
Chairman of the Nominating and Corporate Governance Committee will preside at such
meetings. The non-management directors and/or the independent directors may meet without
management present at such other times as determined by the Chairman of the Nominating and
Corporate Governance Committee.
The Board and each of the committees will perform an annual self-evaluation. These
evaluations will be discussed annually with the Board.
12. Director Attendance; Participation at Meetings; Confidentiality; Speaking on Behalf of
A director is expected to spend the time and effort necessary to properly discharge his or
her responsibilities. Accordingly, a director is expected to regularly prepare for and attend
meetings of the Board and all committees on which the director sits (including separate meetings
of non-management Directors), with the understanding that, on occasion, a director may be
unable to attend a meeting. A director who is unable to attend a meeting is expected to notify the
Chairman of the Board or the Chair of the appropriate committee in advance of such meeting,
and, whenever possible, participate in such meeting via teleconference.
Each director should be sufficiently familiar with the business of the Company, including
its financial statements and capital structure, and risks and competition it faces, to ensure active
and effective participation in the deliberations of the Board and each committee on which such
The proceedings and deliberations of the Board and its committees shall be confidential.
Each director shall maintain the confidentiality of information received in connection with such
director’s service as a director and committee member.
It is important that the Company speak to its associates and outside constituencies with a
single voice, and that management serve as the primary spokesperson. If a situation does arise in
which it appears necessary for a non-management director to speak on behalf of the Company,
the director should consult with the Chairman of the Board and/or the CEO in advance.
13. Setting Board and Committee Agendas
The Chairman of the Board or committee Chair, as appropriate, in consultation with
management, shall determine the agenda for each scheduled Board or committee meeting.
Directors are urged to make suggestions for agenda items, or additional pre-meeting materials, to
the Chairman of the Board or appropriate committee Chair at any time.
14. Advance Receipt of Meeting Materials
Information regarding the topics to be considered at a meeting is essential to the Board’s
understanding of the business and the preparation of the directors for a productive meeting. To
the extent feasible, the meeting agenda and any written materials relating to each Board meeting
will be distributed to the directors sufficiently in advance of each meeting to allow for
meaningful review of such agenda and materials by the directors. Directors should review the
materials provided in advance of the meetings of the Board and its Committees and should arrive
prepared to discuss the issues presented.
15. Charitable Contributions
The Company may on occasion make contributions to charitable organizations with
which a director is affiliated. All such contributions shall be reasonable in amount. No
contribution shall be made if to do so would cause the director to no longer be considered an
“independent director” within the meaning of the listing standards of the NYSE.
16. Ethics and Conflicts of Interest
The Board expects its directors, as well as officers and employees, to acknowledge their
adherence to the policies comprising the Company’s Code of Business Conduct and Ethics (the
“Code”). Certain portions of the Code deal with activities of directors, particularly with respect
to potential conflicts of interests and the taking of corporate opportunities for personal use.
Directors should be familiar with the Code’s provisions in these areas and should consult with
the Company’s General Counsel in the event of any issues. The Code is posted on the
17. Reporting of Accounting or Auditing Concerns
Anyone who has a concern about the Company’s accounting, internal accounting controls
or auditing matters may communicate that concern directly to the Ethics Contact identified in the
Code. Such communications may be confidential or anonymous, and may be emailed,
submitted in writing, or reported by phone as provided in the Code. The Ethics Contact shall
discuss all concerns relating to accounting, internal controls, auditing or officer conduct with the
chair of the Audit Committee and at the discretion of the Ethics Contact and/or the chair of the
Audit Committee, with the Chairman of the Board. The Audit Committee chair may direct that
certain matters be presented to the Audit Committee or the full Board and may direct special
treatment, including the retention of outside advisors or counsel, for any concern addressed to
them. The Code prohibits the Company or any of its employees from retaliating or taking
adverse action against anyone for raising or helping in good faith to resolve an integrity concern.
18. Compensation of Board
The Compensation Committee shall have the responsibility for recommending to the
Board compensation for non-management directors. Directors who are employees of the
Company shall receive no additional compensation for serving as directors. In discharging this
duty, the Compensation Committee shall be guided by three goals: compensation should be
designed to fairly pay directors for work required commensurate with the Company’s size and
scope; compensation should be designed to align directors’ interests with the long-term interests
of stockholders; and the structure of the compensation should be simple, transparent and easy for
stockholders to understand. The Compensation Committee shall periodically review nonmanagement
director compensation and benefits.
19. Non-Management Director Stock Ownership
The Board believes that it is important for each director to have a financial stake in the
Company to help align the director’s interests with those of the Company’s stockholders. To
meet this objective, it is the policy of the Board that each non-management director must
accumulate and own, directly or indirectly, at least $300,000 worth of the Company’s common
stock (or common stock equivalents held under the Deferred Compensation Plan for Directors) at
all times during his or her tenure on the Board; provided, that non-management directors will
have up to five (5) years of service on the Board to meet this ownership requirement. If the
market value of a non-management director's stock should fall below $300,000 (following the
relevant accumulation period), such director shall not be permitted to sell any of the Company's
common stock until the market value shall once again exceed $300,000 (other than in connection
with a change of control transaction).
20. Succession Plan
The Board shall discuss succession plans for the CEO and other executive officers,
including development of plans for interim succession for the CEO or Chief Financial Officer in
the event of an unexpected occurrence. The CEO should make available to the Board his or her
recommendations and evaluations of potential successors, along with a review of any
development plans recommended for such individuals.
21. Annual Compensation Review of Senior Management
The Compensation Committee shall annually approve the goals and objectives for
compensating the Chairman of the Board, the CEO and other executive officers. Such
Committee shall evaluate the performance of the Chairman of the Board, the CEO and other
executive officers in light of these goals before setting their salary, bonus and other incentive and
22. Access to Senior Management
Directors shall have full access to officers and other management level employees of the
Company. Any meetings or contacts that a director wishes to initiate may be arranged through
the CEO or directly by the director. The directors will use their judgment to ensure that any such
contact is not disruptive to the business operations of the Company. It is the expectation of the
Board that the directors will keep the CEO informed of communications between a director and
an officer or other management level employee of the Company, as appropriate.
23. Access to Independent Advisors
The Board and its committees shall have the right at any time to retain independent
outside accounting, financial, legal or other advisors.
24. Director Orientation and Continuing Education
Management, working with the Board, shall provide an orientation process for new
directors, including background material on the Company and its business. As appropriate,
management shall prepare additional educational sessions for directors on matters relevant to the
Company and its business.
25. Review of Corporate Governance Guidelines
The Nominating and Corporate Governance Committee will review on at least an annual
basis these Guidelines and recommend, as appropriate, to the Board amendments to the
Guidelines. Based on such recommendation, the Board will review and amend, as appropriate,
the Guidelines, as well as consider other corporate governance principles that may, from time to
time, merit consideration by the Board.
26. Shareholder Communications
Shareholders who wish to communicate with non-management directors can address their
communications as follows:
Mail: Hyatt Hotels Corporation
Attention: Corporate Secretary
71 South Wacker Drive, 12th Floor
Chicago, Illinois 60606
The Corporate Secretary will maintain a record of all such communications and promptly
forward to the Chairman of the Nominating and Corporate Governance Committee those that the
Corporate Secretary believes requires immediate attention. The Corporate Secretary shall
periodically provide the Chairman of the Nominating and Corporate Governance Committee
with a summary of all such communications. The Chairman of the Nominating and Corporate
Governance Committee shall notify the Board or the chairs of the relevant committees of the
Board of those matters that he or she believes are appropriate for further action or discussion.
Approved by the Board on September 10, 2009 (effective as of November 4, 2009),
and last updated on December 8, 2016.