Corporate Governance Guidelines
Wynn Resorts, Limited
(last amended November 1, 2011)
The following Corporate Governance Guidelines (the "Guidelines") have been adopted by the Board of Directors (the "Board") of Wynn Resorts, Limited (the "Company"). The Guidelines were developed by the Nominating and Corporate Governance Committee of the Board and recommended to the Board for the Board's approval. The Guidelines reflect the Board's commitment to monitor the effectiveness of policy and decision making both at the Board and management level, with a view to enhancing stockholder value.
These Guidelines are not intended to change or interpret any Federal or state law or regulation, including Nevada law or the Company's Articles of Incorporation or Bylaws, as each may be amended from time to time. The Nominating and Corporate Governance Committee reviews these Guidelines annually and recommends changes as appropriate to the Board.
Role of the Board
The Board, which is elected by the Company's stockholders, oversees the management of the Company and its business.
Responsibilities of directors
Directors are expected to spend the time and effort necessary to discharge their responsibilities. Accordingly, a Director is expected to regularly attend meetings of the Board and the committees on which the Director sits, and to review prior to meetings material distributed in advance for such meetings.
A Director who is unable to attend a meeting (which it is understood will occur
on occasion) is expected to notify the Chairman of the Board or the Chairman
of the appropriate Committee in advance of such meeting.
The Board's Goals
The Board's goals are to build value for the Company's stockholders and to promote the vitality of the Company for its customers, employees and the other individuals and organizations that depend on the Company.
To achieve these goals, the Board monitors the performance of the Company (in relation to its goals, strategy, risks and competitors) and, through the Compensation Committee, evaluates and addresses the performance of management, including the Chief Executive Officer.
Board Access to Management
Board members have full access to the Company's management. Board members are expected to coordinate such access through the Chairman of the Board and Chief Executive Officer and to use judgment to assure that this access is not distracting to the business operation of the Company.
The Board and its Committees each has the authority to retain such outside counsel, experts and other advisers as it deems necessary or appropriate to assist it in the performance of its functions.
Size and Structure of the Board
The Board believes that it should generally have no fewer than seven and no more than (13) directors. This range permits diversity of backgrounds and experience without hindering effective discussion or diminishing individual accountability. Currently, the Board has 12 members.
The Board is divided into three classes, approximately equal in number, with staggered terms of three years each, so that the term of one class expires at each Annual Meeting of Stockholders. Thus, directors typically stand for reelection every three years.
The Nominating and Corporate Governance Committee periodically reviews the size of the Board and may make recommendations to the Board for changes in the number of members. Based on such recommendations or on its own accord the Board may, from time to time, make changes to the size of the Board to such number as deemed appropriate by the Board.
Independence of the Board
The Board consists of a majority of Directors whom the Board has determined (i) are “independent” under the definition of independence in Rule 5605(a)(2) of The NASDAQ Stock Market LLC rules; and (ii) meet additional, heightened independence criteria applicable to audit committee members under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. Although these rules and regulations require only audit committee members to meet heightened independence criteria, the Company requires all independent directors to meet these criteria. The Board reviews the relationships that each Director and each immediate family member of the Director has with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) and makes an affirmative determination regarding the independence of each Director annually, based upon the recommendation of the Nominating and Corporate Governance Committee.
The Board believes that the issue of whether to combine or separate the offices of Chairman of the Board and Chief Executive Officer is part of the succession planning process and that it is in the best interests of the Company for the Board periodically to evaluate and make a determination whether to combine or separate the roles based upon the circumstances. Currently, the positions of Chairman of the Board and Chief Executive Officer are held by the same person. The Board has determined that this structure is in the best interest of the Company's stockholders.
As an independent Director elected by the remaining independent Directors serves as the Presdiing Director. The Presiding Director presides at all meetings of the Board at which the Chariman is not present, including executive sessions of the independent Directors, acts as the liason between the Chairman and Independent Directors and performs such additional funcitons as designated by the Board.
Selection of New Directors
The Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board criteria for identifying and evaluating Director candidates and periodically reviewing these criteria with the Board. The Committee is also responsible for (i) identifying, screening and recommending candidates to the Board for Board membership taking into account the Company's current and planned business and the existing membership of the Board, and (ii) assessing the experience and contriubtion to the Board's work of existing directors in determining whether to recommend them for re-nomination to the Board. Based on such recommendations, the Board is responsible for selecting the Company’s director nominees for election to the Board and for filling vacancies that may occur between Annual Meetings of Stockholders.
The Nominating and Corporate Governance Committee considers Director candidates recommended for the Committee’s consideration by Company stockholders in accordance with the procedures set forth in the Company’s annual proxy statement. The Committee evaluates these candidates in the same manner as candidates from other sources.
Board Membership Criteria
The Board should represent a diversity of backgrounds, skill and experience that take into account the Company's current and planned business. Criteria for membership on the Board include, in addition to the requirements imposed by the Nevada Gaming Commission or any other relevant licensing board or regulatory authority, a candidate’s demonstration, by significant accomplishment in his or her field, of an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company, and a reputation for honest and ethical conduct in both personal and professional activities. In addition, the Nominating and Corporate Governance Committee examines a candidate’s other commitments, potential conflicts of interest, and independence from management and the Company. The Nominating and Corporate Governance Committee is responsible for assessing the appropriate balance of criteria required of Board members in order to fulfill their duties and/or satisfy any independence, financial expertise or other requirements imposed by law, regulation or qualification requirement of The NASDAQ Stock Market LLC, the Nevada Gaming Commission or any other relevant licensing board or regulatory authority.
Other Public Company Directorships
The Company believes that participation by Board members on the boards of other
companies provides such members with experience and insight beneficial to the
Board and the Company. Accordingly, the Company does not have a policy limiting
the number of other public company boards of directors upon which a Director
may sit; however, in connection with the evaluation of any Director nominee,
whether or not he or she is an existing Director, the Committee and the Board
consider whether service on other boards will unreasonably detract from
the nominees ability to fulfill his or her responsibilities and duties to the
Company. In addition, Directors and senior officers should advise the Chairman of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another corporate board.
Change in Principal Occupation
When a Director’s principal occupation or business association changes substantially during the Director’s tenure on the Board, the Director shall advise the Chairman of the Nominating and Corporate Governance Committee. The Committee recommends to the Board and the Chairman the action, if any, to be taken.
The Compensation Committee annually reviews the compensation of Directors for service on the Board and its committees. Director compensation is set by the Board based on the recommendation of the Committee. Management Directors do not receive compensation for their service on the Board.
Board Orientation and Continuing Education
Orientation is available to new directors to familiarize them with, among other things, the Company's business, strategic plans, significant financial, accounting and risk management issues, compliance programs, conflict policies, code of business conduct and ethics, corporate governance practices, principal officers, internal auditors and independent auditors. Directors are expected to maintain the necessary level of expertise to perform their responsibilities as Directors.
Separate Sessions of Non-Management Directors
The independent Directors of the Company meet in executive session without management on a regularly scheduled basis, usually at each regular Board meeting. The “Presiding Director” presides at such executive sessions.
Strategic Direction of the Company
It is management's job to formalize, propose and implement strategic choices and the Board's role to approve strategic direction and evaluate strategic results. As a practical matter, the Board and management carry out their respective strategic responsibilities in collaboration through an ongoing dialogue among the Chief Executive Officer, other members of top management and Board members. To facilitate such discussions, members of senior management who are not Directors may be invited to participate in Board meetings when appropriate.
The Chairman of the Board establishes the agenda for each Board meeting. Agenda items that fall within the scope of responsibilities of a Board committee are reviewed with the chairman of that committee. Directors may suggest the inclusion of items on the agenda as they deem appropriate. Directors are also free to raise subjects at a Board meeting that are not on the agenda for that meeting.
Board Materials Distributed in Advance
Information and materials that are related to agenda items and other topics to be considered at a Board meeting should, to the extent practicable, be distributed sufficiently in advance of the meeting to permit prior review by the Directors. In the event of a pressing need for the Board to meet on short notice or if such materials would otherwise contain highly confidential or sensitive information, it is recognized that written materials may not be available in advance of the meeting.
Frequency of Meetings
The Board holds four regularly scheduled meetings each year and may meet more frequently as necessary.
Attendance of Management Personnel at Board Meetings
The Board encourages the Chief Executive Officer to bring members of management from time to time into Board meetings to (i) provide management insight into items being discussed by the Board that involve the manager; (ii) make presentations to the Board on matters that involve the manager; and (iii) bring managers with significant potential into contact with the Board.
Annual Meeting of Stockholders
Directors are invited and encouraged to attend the Annual Meeting of Stockholders.
Board Communications with Institutional Investors, Analysts, Press and Customers
It is expected that Directors will keep confidential information and discussions that occur in Board meetings. So that the Company can effectively and consistently communicate with the public, each Director generally should refer inquiries from institutional investors, analysts, the press or customers to the Chief Executive Officer or his designee, or should coordinate any direct responses or communications through the Chairman of the Board.
Number, Names and Operations of Board Committees
The Board has three standing committees: Audit, Nominating and Corporate Governance, and Compensation. The Board may, from time to time, form or eliminate committees depending on circumstances.
Each standing committee operates under a written charter that sets forth the purposes and responsibilities of the committee as well as qualifications for committee membership. Each standing committee assesses the adequacy of its charter annually and recommends changes as appropriate. All committees report regularly to the full Board concerning their activities.
Independence of Board Committees
Each of the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee is composed entirely of independent Directors.
Assignment of Committee Members
The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board with respect to the assignment of Board members to various committees. After reviewing the Nominating and Corporate Governance Committee recommendations (including any recommendations for the rotation of committee memberships and/or chairpersonships), the Board appoints each chairman and member to the committees on an annual basis.
The Board is responsible for the oversight of succession planning for all key positions, including the Chief Executive Officer. Management reports to the Board periodically on succession planning and provides the Board with recommendations and evaluations of potential successors. The Board then reviews the succession planning analysis of the Company for all key positions, including the Chief Executive Officer. This process enables the Board to maintain a long-term and continuing program for effective senior leadership development and succecssion as well as emergency succession plans.
Chief Executive Officer Evaluation
The Compensation Committee is responsible for setting annual and long-term goals for the Chief Executive Officer and evaluating the Chief Executive Officer's performance against those goals. The results of the evaluation are shared with the Chief Executive Officer and used by the Compensation Committee in setting the Chief Executive Officer's compensation.
Board Evaluation Process
The Nominating and Corporate Governance Committee oversees an annual self-assessment of the Board’s performance as well as the performance of each standing committee of the Board. The results of the evaluations are discussed with the full Board and the respective committees.