Corporate Governance
iStar Financial’s primary business purpose is to deliver superior risk-adjusted returns to shareholders by providing innovative and value-added financing solutions to our customers. In pursuing this purpose, the firm is committed to conducting our business in a manner consistent with the best practices of corporate governance. iStar’s Board of Directors and management are engaged in an ongoing process of developing and implementing principles and practices that reflect this commitment to sound corporate governance.
In this section, we include our published policies and other relevant information relating to iStar’s governance, including Corporate Governance Guidelines, the Company’s Code of Conduct, the charters of our Board committees and other matters.
Corporate Governance Guidelines
Our Board of Directors has approved a set of guidelines that provide the framework for the governance of iStar Financial. The Board reviews these guidelines and other aspects of governance periodically, as necessary. Click here to see the Corporate Governance Guidelines.Code of Conduct
Since 2000, iStar Financial has maintained a Code of Conduct. The Code was expanded in 2002. The Code of Conduct documents the principles of conduct and ethics to be followed by our directors, officers and employees. The purpose of the Code is to promote honest and ethical conduct, compliance with applicable governmental rules and regulations, full, fair, accurate, timely and understandable disclosure in periodic reports, prompt internal reporting of violations of the code, and a culture of honesty and accountability. A copy of the Code has been provided to, and signed by, each of our directors, officers and employees. Among its many features, the Code describes how employees can report any matter that may be of concern to them to a member of our compliance committee on an anonymous basis. We have also established an independent "hotline" telephone service that may be used by employees who wish to report any concerns or suspected violations of our standards of conduct, policies or laws and regulations, on an anonymous basis or otherwise. A copy of the Code of Conduct is included as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2005. Click here to see the Code of Conduct.Committee Charters
Our Audit Committee, Compensation Committee and Nominating and Governance Committee have adopted charters that meet the enhanced standards established by the New York Stock Exchange. Click on each Committee link to see that Committee's charter.Audit Committee Financial Expert
The Board of Directors has determined that Willis Andersen, Jr., the Chairman of the Audit Committee, Robin Josephs and Robert W. Holman, Jr., members of the Audit Committee, meet the criteria of an audit committee financial expert, as described in rules adopted by the Securities and Exchange Commission.Disclosure Committee
We have created a disclosure committee consisting of members of our executive management and senior staff. The disclosure committee meets at least quarterly. The general purpose of the committee is to oversee our system of disclosure controls, assist and advise the Chief Executive Officer and Chief Financial Officer in making the required certifications in SEC reports and evaluate our company’s material control over financial reporting and our disclosure controls. The disclosure committee brings together representatives from our core business lines and employees involved in the preparation of our financial statements so that the group can discuss any issues or matters of which the members are aware that should be considered for disclosure in our public SEC filings. The disclosure committee reports to our Chief Executive Officer and to our Audit Committee, as appropriate. The disclosure committee has adopted a charter to memorialize the committee’s purpose and procedures.Lead Director
Our Board, by vote of its independent members, has designated a lead independent director (“Lead Director”) whose duties include the following: Preside at all meetings of the Board at which the Chairman is not present, including executive sessions  of the independent directors. |
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| Serve as principal liaison between the Chairman and the independent directors. |
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| Advise the Chairman on the quality, quantity and timeliness of the information presented to the Board. |
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| Expand our platforms |
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| Advise the Chairman on the agendas for Board meetings. |
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| Advise the Chairman on the schedule of meetings of the Board to assure that there is sufficient time for discussion of agenda items. |
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| Call meetings of the independent directors, if deemed necessary or appropriate by the Lead Director. |
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| If requested by major shareholders, be available for consultation and direct communication with major shareholders and their representatives. |
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| Such other matters as the Board may determine from time to time. |
The Lead Director does not receive any additional compensation for his services. Willis Andersen, Jr. currently serves as our Lead Director.
Service on Other Boards
In view of the commitment of time and effort that is required of a director of a public company, our Board has established a guideline that its directors should not serve on the boards of more than six public companies. For this purpose, we treat service on the boards of mutual funds having the same investment adviser as service on the board of one company.