AUDIT COMMITTEE CHARTER|
TRUMP ENTERTAINMENT RESORTS, INC.
Amended and Restated as of July 30, 2010
- Members. The Board of Directors (“Board”) of Trump Entertainment Resorts, Inc. (“Company”)
shall appoint an Audit Committee (“Committee”) comprised of at least three (3) directors, and
shall designate one member of the Committee as its chairperson, to serve at the pleasure of the
Board. Each Committee member shall be an independent director under the requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities
and Exchange Commission (the “Commission”) promulgated thereunder (collectively, “1934 Act”),
the rules of the exchange on which the Company is listed, and the Board’s independence
standards as set forth in the Company’s Corporate Governance Guidelines. In addition, each
Committee member shall be able to read and understand financial statements and at least one
member of the Committee shall have accounting or related financial management expertise and
shall qualify as a “financial expert” within the meaning of the 1934 Act.
- Purposes, Duties and Responsibilities.The Committee shall assist the Board in fulfilling its
responsibility to oversee the conduct and integrity of the Company’s financial reports, internal
controls and compliance with legal and regulatory requirements, with ultimate authority to: (i)
select, appoint, dismiss, compensate and oversee the Company’s independent auditors; (ii) preapprove
all auditing and non-auditing services to be provided by the independent auditors (other
than nonauditing services that are de minimis); (iii) oversee the independence and qualification of
the Company’s independent auditors; (iv) oversee the performance of the Company’s internal
audit and surveillance functions; and (v) prepare any reports of the Committee that are required
by the rules of the Securities and Exchange Commission to be included in the Company’s annual
The Committee’s role is one of oversight. Company management is responsible for preparing the
Company’s financial statements and the independent auditors are responsible for auditing those
financial statements. The Committee recognizes that Company management, including the
internal audit staff, and the independent auditors have more time, knowledge and detailed
information about the Company than do Committee members. In carrying out its oversight
responsibilities, the Committee is not providing any expert or special assurance as to the
Company’s financial statements or any professional certification as to the independent auditor’s
Specifically, the duties and responsibilities of the Committee shall include:
- Appointing, evaluating, compensating, overseeing the work of, and if appropriate,
terminating the independent auditors who shall report directly to the Committee;
reviewing and approving the terms of the independent auditors’ retention and the scope
of the annual audit (including preapproval of any audit-related or permitted non-audit
- Reviewing at least annually the independence of the independent auditors, taking into
consideration the formal written statement from the independent auditor delineating all
relationships between the independent auditors and the Company, including without
limitation any management consulting and other arrangements in which such auditors
receive fees from the Company or one of its subsidiaries; and reviewing the extent of
non-audit services provided by the independent auditors and the implications of such
services on the objectivity needed for the independent audit; setting any hiring policies
regarding Company hiring of employees and former employees of the independent
auditor; and confirming the rotation of audit partners at least every five years.
- Reviewing at least annually a report by the independent auditor describing: (i) the
independent auditor’s internal quality-control procedures; (ii) any material issues raised
by the most recent internal quality-control review, or peer review, of the independent
auditor, or by any inquiry or investigation by governmental or professional authorities,
within the preceding five years, respecting one or more independent audits carried out by
the independent auditor, and any steps taken to deal with any such issues.
- Reviewing with management and the independent auditor, as appropriate: (i) the
Company’s annual audited consolidated financial statements, the quarterly unaudited
financial statements, and the Company’s reports filed with the Commission or with any
other regulatory body (to the extent such filings contain or are based on the Company’s
financial statements), including any Management’s Discussion and Analysis of Results of
Operations and Financial Condition; (ii) earnings press releases as well as financial
information and earnings guidance, if any, provided by the Company to financial analysts
and rating agencies; (iii) policies with respect to risk assessment and risk management;
(iv) any audit problems or difficulties encountered by the internal auditor or the
independent auditor in the course of their audit work, including any restrictions on access
to requested information and any disagreements with management; (v) whether the
independent auditors are satisfied with the disclosure and content of the financial
statements; and (vi) any year-to-year changes in accounting principles or practices.
- Reviewing reports by the independent auditor that are required to be delivered to the
Committee under the 1934 Act or any other law, regulation or listing rule.
- Reviewing with the independent auditors, the internal auditors and the financial and
accounting personnel of the Company, as appropriate, the scope of the audit proposed
for the current year and the audit procedures to be utilized; and upon completion of the
audit (and following each interim review of the Company’s financial statements),
discussing with the independent auditors all matters required to be communicated to the
Committee under generally accepted auditing standards, including the judgments of the
independent auditors with respect to the quality, not just the acceptability, of the
Company’s accounting principles and underlying estimates in the financial statements.
- Reviewing with the independent auditors, the internal auditors, and the financial and
accounting personnel of the Company, as appropriate, any material arrangements
(whether financial or non-financial) that do not appear on the financial statements of the
- Reviewing with the independent auditors, the internal auditors, and the financial and
accounting personnel of the Company, as appropriate, the adequacy of the accounting
and financial controls, eliciting any recommendations for improvement or particular areas
where augmented controls are desirable, with particular emphasis given to the adequacy
of such internal controls to expose activities that might be unlawful, unethical or otherwise
- Reviewing and supervising the Internal Audit and Surveillance Departments of the
Company regarding matters of policy, purpose, responsibility, authority and resources in
accordance with appropriate statutory and regulatory requirements, including but not
limited to: the capacity of staff and adequacy of resources; independence and reporting
obligations; and audit plans for the coming year, coordination of such plans with the work
of the independent auditors, progress reports on the proposed internal audit plan, with
explanations for any deviations from the original plan, and findings from completed
- Providing opportunity at each meeting for the internal and independent auditors to meet
with the Committee separately and without management present, and the opportunity, as
appropriate, for the Committee to meet separately with other key financial, accounting
and legal personnel. Items to be discussed in these meetings include the independent
and the internal auditors’ evaluation of the financial, accounting, and auditing personnel,
their cooperation during audits, and any other matter the Committee deems appropriate.
- Reviewing from time to time the performance of the Company’s internal accounting and
financial personnel and succession planning for such functions.
- Reviewing periodically from time to time with the financial management of the Company
(the Chief Financial Officer and the Director of Internal Audit) Company policies and
procedures with respect to: officers’ expense accounts and benefits, including the use of
corporate assets related thereto; the retention of investment bankers and other
professionals that provide services to the Company; and related party transactions.
- Establishing appropriate procedures for the receipt, retention and treatment of complaints
or concerns from the public and the confidential and anonymous submission by
employees of complaints or concerns regarding accounting practices and policies,
internal controls or auditing matters.
- Monitoring compliance with the Company’s Code of Ethics for Principal Executive
Officers and Code of Business Conduct (including review of any conflicts of interest of
directors and executive officers) and the effectiveness of procedures for reporting
compliance concerns; monitoring legal compliance generally.
- Investigating any matter brought to its attention within the scope of its duties, with access
to all books, records, facilities and personnel of the Company, and the power to retain
professional advice for this purpose if appropriate in the Committee’s judgment.
- Producing any Committee report as required by law or regulation.
- Annually evaluating the performance of the Committee.
- Reviewing and assessing the adequacy of this Charter on an annual basis,
and recommending appropriate changes.
- Reviewing periodically with the Company’s legal counsel the status of pending litigation,
possible loss contingencies and other legal matters, including the Company’s procedures
and policies addressing legal compliance and reduction of risk.
- Meetings. A majority of the members of the Committee shall constitute a quorum. The Committee
shall meet as often as may be deemed necessary or appropriate in its judgment, either in person
or telephonically, but at least four (4) times a year. The Committee shall maintain minutes of its
meetings and regularly report its activities to the Board.
- Delegation. The Committee may form, and delegate any of its responsibilities to,
a subcommittee comprised of one or more Committee members or other
independent directors, when appropriate.
- Outside Advisor. The Committee shall have the sole authority (and resources necessary) to retain
and terminate, in addition to the independent auditors, such independent counsel and other
advisors as it determines appropriate to assist the Committee in the performance of its functions
and to approve the fees and other retention terms for such advisors.