Corporate Governance Guidelines – Hilton Hotels Corporation

The Board of Directors of Hilton Hotels Corporation (the ?Company?), acting on the recommendation of its Corporate Governance and Nominating Committee, has developed and adopted a set of corporate governance principles (the ?Guidelines?) to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions. The board mission and director responsibilities say that the business and affairs of the Company shall be managed by or under the direction of the Board in accordance with Delaware law. In performing their duties, the primary responsibility of the directors is to exercise their business judgment in the best interests of the Company and its stockholders. The guidelines say about commitment and attendance, participation in meetings, loyalty and ethics, contact with management, etc. The issues like the composition of board, process for selecting the chairman and directors, executive compensation and board compensation are also discussed. The Board, acting through the Corporate Governance and Nominating Committee, should conduct a self-evaluation at least annually to determine whether it is functioning effectively. In performing its functions, the Board is entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors.

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Hilton Hotels