2003 Committee Charter : ESA

Extended Stay America, Inc.

Governance/Nominating Committee Charter

(Adopted on March 27, 2003)


The Governance/Nominating Committee (the "Committee") of Extended Stay America, Inc. (the "Company") is responsible for:

making recommendations regarding governance to the Board of Directors (the "Board");

assisting the Board in identifying qualified individuals to become Board members;

determining the composition of the Board and its committees; and

overseeing the independence and effective functioning of the Board.

Compliance Obligation

In performing the responsibilities set forth in this Charter, the Committee shall use its best efforts to:

ensure compliance with the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the applicable requirements of the New York Stock Exchange, Inc. (the "NYSE"); and

develop procedures to ensure compliance with the reporting obligations of Section 16 of the Exchange Act, including prohibitions on loans to executive officers to ensure compliance with the revised requirements of Section 16.


The Committee shall consist of at least two independent directors of the Company. For purposes of this Charter, "independent" shall be determined in accordance with the applicable rules and regulations of the Securities and Exchange Commission and the NYSE.


The Committee shall meet at least one time each year and additionally as necessary or advisable at the call of the Committee chairperson. The subject matter of each meeting shall be determined at the end of the prior meeting or by the Committee chairperson sufficiently in advance of each meeting to afford the members sufficient notice to prepare for the meeting and to ensure that the purpose of the meeting can be fulfilled.

Responsibilities and Duties: Governance

Governance Principles, Policies, and Processes

The Committee shall develop and recommend to the Board principles, policies, and processes designed to provide for effective and efficient governance of the Company by the Board. Specifically, the Committee shall consider policies and processes addressing:

conflicts of interest of Board members;

regular executive sessions in which Board members meet without management participation;

the function and performance of the Company's senior officers; and

the outside activities of the Company's senior officers.


The Committee shall conduct (at least annually) a regular review of the Company's bylaws and make recommendations for changes to the Board.

Board of Directors Continuing Education, Orientation, and Meetings

The Committee shall periodically review and make recommendations about:

ongoing education for incumbent directors and appropriate orientation for new directors; and

the organization of Board meetings, including the frequency, timing, and agendas of the meetings.

Committee Resources and Authority

The Committee shall have the resources and authority to discharge its responsibilities, including the authority to retain, at the expense of the Company, and terminate special counsel and other experts or consultants (such as search firms or recruiters). The Committee shall monitor the performance of any counsel, experts, or consultants it retains.

Annual Performance Evaluation

The Committee shall undergo an annual performance evaluation by the Board.

Responsibilities and Duties: Nominating

Board, Committee Candidate Nominations and Evaluations

The Committee shall identify qualified individuals and make nominations for membership to the Board and all Board committees, with input from various sources as appropriate. The Committee shall evaluate all candidates for Board membership, which shall include an evaluation of their independence.

Board Composition

The Committee shall, at least annually:

review the composition of the Board, including its size and mix of skill sets, experience, and background; and
define and clarify the duties and responsibilities of Board members, including

legal and fiduciary duties, and

expectations regarding preparation, attendance, and participation at meetings.
Charters and Succession Planning

The Committee shall periodically review and make recommendations to the Board regarding:

performance, responsibilities, and charters of the Board and of any Board committees (other than the Audit Committee);

succession planning for the chief executive officer of the Company and the Board;

the continuing need for each Board committee;

whether there is a need for additional Board committees; and

whether any Board committees should be combined or reorganized.

Director/Committee Member Competencies, Attributes, and Tenure

The Committee shall develop, periodically review, and make recommendations with regard to:

competencies and personal attributes required of a member of the Board or any Board committee, to be used as a guideline for recruitment and election of Board and Board committee members (see sample Statement of Competencies and Personal Attributes of Board/Committee Candidates attached hereto as Exhibit A); and

the tenure of the directors, including term limits and/or age limits.


Extended Stay America, Inc.

Statement of Competencies and Personal Attributes of Board/Committee Candidates

1. Representation of Stockholders: Clearly recognizes the role of Directors to represent the interests of Stockholders. Understands the difference between the function of the Board and that of management.

2. Judgment and Knowledge: Demonstrates judgment and knowledge in the ability to assess the Company's strategy, business plans, management evaluation, and other key issues. Sufficiently informed and knowledgeable to contribute effectively to the Board's monitoring responsibilities. Makes individual expertise available to the Board. Draws on relevant experience in addressing issues facing the Company.

3. Meaningful Participation: Comfortable being an active, inquiring participant. Participates in Board process in a meaningful way. Has confidence and willingness to express ideas and engage in constructive discussion. Actively participates in decision-making and is willing to make tough decisions. Is diligent and faithful in attending Board and Committee meetings.

4. Communications: Communicates freely with other Board members. Willing to challenge fellow Directors. Asks insightful questions and raises thought provoking perspectives. Willing to hold management accountable for performance and results. Mindful not to get overly involved in operational details and the management process. Finds the proper balance between dominating the deliberations and making no contribution at all. Team player; works well with other Directors while not necessarily sharing their view. Listens with an open mind.

5. Vision and Leadership: Understands Company's philosophy and strategy. Oriented toward the future, and sensitive to future direction of industry. Fulfills legal and fiduciary responsibilities. Supports the Company's mission and values, and is open, honest, and direct. Makes appropriate time commitment for Board service. Has no conflict of interest that the Committee determines would impair the candidate's ability to serve on the Board. Must be able to think through what should be done by senior management of the Company.