MGM Resorts International : Corporate Responsibility Committee Charter
MGM
Effective April 18,2025
CHARTER OF THE CORPORATE RESPONSIBILITY COMMITTEE OF THE BOARD
OF DIRECTORS OF MGM RESORTS INTERNATIONAL
OVERALL MISSION
The Corporate Responsibility Committee (the "Committee") is appointed by the Board of Directors (the "Board") of MGM Resorts International (the "Company") to assist the Board in (1) reviewing significant policies and performance and providing guidance on matters relating to corporate responsibility; (2) overseeing and monitoring the Company's vision and values related to corporate responsibility; (3) advising the Board and management on significant public issues that are pertinent to the Company and its stakeholders related to corporate responsibility, and (4) assisting management in setting strategy, establishing goals and integrating corporate responsibility into strategic and tactical business activities across the Company to create long-term stockholder value.
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.
MEETINGS
The Committee will meet as frequently as necessary to properly carry out its responsibilities but not less than four times a year 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:
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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; and
RESOURCES
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.
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Disclaimer
MGM Resorts International published this content on April 21, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 21, 2025 at 18:50 UTC.