Revised August 21, 2012
CHARTER OF THE CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
OF THE BOARD OF DIRECTORS OF MGM RESORTS INTERNATIONAL
The Corporate Social Responsibility Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of MGM Resorts International (the “Company”) to assist the Board in guiding the Company’s comprehensive corporate social responsibility initiatives.
These initiatives reflect strategic business imperatives and the Company’s core belief that we should, as a Company, be a responsible corporate citizen in our policies and business practices, including in the crucial areas of diversity and inclusion, philanthropy and community investment, and environmental sustainability. Fostering equal opportunity, support of the economically disadvantaged, volunteerism, community service and environmental preservation are essential components of our corporate responsibility creed.
The primary goals of the Company’s Diversity and Inclusion Initiative shall include:
The primary goal of our Philanthropy Initiative is to provide support – through financial contributions, in-kind donations, volunteer service, participation in local civic organizations and community collaboration – to institutions, organizations and good works that enhance the sustainability of the host communities in which we principally operate, according to specific priorities agreed upon by the Committee and Company management from time to time.
The primary goal of our Environmental Sustainability Initiative – the “Green Advantage” – is to reduce the impacts of our business on our natural environment. The premise of our Company’s Green Advantage is that environmentally responsible actions by the Company benefit planet Earth now and for the future, and result in more efficient operations, lower costs, and enhanced Company value.
All of the aforementioned initiatives, together with any further initiatives that may be determined by the Committee to be necessary to promote and effectuate the Company’s commitment to corporate social responsibility, shall be referred to as the “Corporate Social Responsibility Initiatives.”
This revised Charter was adopted by the Board of Directors on June 14, 2011 and amended on August 21, 2012.
COMPOSITION AND ORGANIZATION
The Committee shall be composed of at least three Directors, each to serve until his or her earlier death, resignation, disqualification or removal. Committee members may be removed, with or without cause, at any time by the Board’s action. One of the Committee members will be appointed by the Board to serve as chair (the “Chair”) and will preside at Committee meetings and make reports to the Board.
The Committee may designate additional members of the Board and members of the Company’s management to serve as non-voting, ad hoc members of the Committee to the extent the Committee determines that the addition of such ad hoc members would facilitate the Committee’s exercise of its responsibilities. All members of the Company’s Board who are not ad hoc members of the Committee shall have an equal vote in the Committee’s decisions and actions. Such ad hoc members shall receive no fees for service on the Committee.
The Committee will meet as frequently as necessary to properly carry out its responsibilities but not less than once every fiscal quarter and additionally as circumstances dictate. Such meetings, at the Committee’s discretion, may be in person or by telephone. The Committee may also act by unanimous written consent. The Committee will keep written minutes of its meetings, which will be retained in the Company’s minute books. Unless otherwise provided in the Company’s Bylaws, notice of meetings shall be given to all Committee members, or may be waived, in the same manner as required for meetings of the Board. A majority of the members of the Committee shall constitute a quorum for a meeting and the affirmative vote of a majority of members present at a meeting at which a quorum is present shall constitute the action of the Committee. The Committee may form, and delegate any of its responsibilities to, a subcommittee so long as such subcommittee is solely comprised of one or more members of the Committee. The Committee may otherwise establish its own rules and procedures for notice and conduct of its meetings provided that such rules and procedures are not inconsistent with the Company’s Bylaws. The Chair, or in his or her absence a member designated by the Chair, will preside at each Committee meeting and set the agenda for the meetings. The Committee may include in its meetings members of the Company’s management or any other persons whose presence the Chair believes is appropriate.
DUTIES AND RESPONSIBILITIES
The duties and responsibilities set forth below should serve as a guide only with the express understanding that the Committee may carry out additional responsibilities and duties and adopt additional policies and procedures as may be necessary in light of any changing business, legislative, regulatory, legal or other conditions. In meeting its responsibilities, the Committee shall:
1. Provide an open channel of communications to the Board and members of management who have responsibility for implementing and monitoring the Corporate Social Responsibility Initiatives.
2. Review and monitor implementation of the Corporate Social Responsibility Initiatives, consistent with applicable best practices and achievement of the Company’s business interests and objectives (including making recommendations to the Board with respect to these Initiatives’ goals and objectives and standards for evaluation of such achievement and performance).
3. Oversee the development of metrics, information systems and procedures to gauge progress toward achievement of the Company’s social responsibility objectives, programs and accountability.
4. Consult with management to make recommendations to improve the Company’s performance relative to the Corporate Social Responsibility Initiatives.
5. Review legal, regulatory and compliance issues that may have a material impact on the implementation of the Corporate Social Responsibility Initiatives, and make recommendations to the Company’s senior management and the Board, as appropriate, as to the proper response.
6. Oversee the development of periodic public reports informing of the Company’s implementation of its Corporate Social Responsibility Initiatives, as determined by the Committee.
7. Investigate any matter brought to the Committee’s attention within the scope of its functions and address specific issues or problems relating to diversity or inclusion that may arise with the objective of identifying what procedures or policies need to be enhanced, changed or discarded and to ensure that senior management has a timely and reasonable action plan to address the issue or problem.
8. Review and assess at least annually the adequacy of this Charter and make recommendations to the Board concerning any amendments that the Committee deems appropriate.
9. Conduct an annual self-evaluation of the performance of the Committee, including its effectiveness and compliance with this Charter.
10. Perform any other activities consistent with this Charter, the Company’s Bylaws and governing law that the Committee deems appropriate.
REPORTS TO THE BOARD
The Committee will report to the Board (1) after Committee meetings; (2) with respect to other matters that are relevant to the discharge of the Committee’s duties and responsibilities, including regular reports regarding the Company’s progress in achieving the goals and objectives of the Diversity and Inclusion Initiative, the Philanthropy Initiative and the Environmental Sustainability Initiative; and (3) with respect to the recommendations that the Committee deems appropriate from time to time. The report may be written or an oral report by a Committee member that the Committee elects to give the report, but if the Committee fails to designate a member to give the report, the Chair will give the report.
To the extent the Committee deems it necessary or appropriate, the Committee is empowered to retain legal counsel and other advisors and consultants to assist it in the performance of its functions. The Committee shall have the authority to direct and oversee the activities of, and to terminate the engagement of, any legal counsel, or other advisor or consultant hired to assist the Committee, all of whom shall be accountable to the Committee. The Company shall provide adequate resources to support the Committee’s activities, including compensation of the Committee’s counsel, consultants and other advisors.