Host Hotels & Resorts, Inc. (the "Company") is committed to diligently exercising our oversight responsibilities throughout the Company, managing our affairs consistent with our business ethics and applicable corporate governance requirements.

The steps we have taken to fulfill this commitment include:

• A majority of our Board members are independent of the Company and its management;
• The Audit Committee of our Board of Directors has established policies consistent with the newly enacted corporate reform laws for auditor independence;
• All members of the Board committees (Audit, Compensation, and Nominating and Corporate Governance) meet applicable standards for independence as described in our Corporate Governance Guidelines;
• The independent members of the Board meet regularly without the presence of management;
• The charters of our Board committees clearly establish their respective roles and responsibilities;
• The Board of Directors has a clear code of ethics and conflict of interest policy to ensure that key corporate decisions are made by directors who do not have a financial interest in the outcome separate from their interest as company officials; and
• Executives and non-management directors have an ongoing ownership stake in the company and are subject to stock ownership guidelines.

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