AMENDED AND RESTATED CHARTER OF THE
OF THE BOARD OF DIRECTORS OF
WYNN RESORTS, LIMITED
ADOPTED AS OF APRIL 1, 2004
The Board of Directors of Wynn
Resorts, Limited (the "Corporation") has established the Audit
Committee pursuant to Section 78.125 of the Nevada Revised Statutes and Article
III, Section 3.15(c) of the Corporation's Bylaws.
The Audit Committee shall be
comprised of not less than three members of the Corporation's Board of
Directors. Subject to the foregoing, the exact number of members of the Audit
Committee shall be fixed and may be changed from time to time by resolution
duly adopted by the Board of Directors. The qualifications of the Audit
Committee membership shall be as follows:
- All of the members of the Audit Committee shall
be (i) "independent directors" as
defined in Rule 4200(a) of the Nasdaq Stock
Market Marketplace Rules (the "Nasdaq
Rules"), as such rule may be modified or supplemented, (ii)
"independent" as required by the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder, in each case, as
amended (collectively, the "Exchange Act") and (iii) shall
otherwise meet all qualifications for audit committee members set forth in
Rule 4350(d) of the Nasdaq Rules, as such rule
may be modified or supplemented. Rule 4200 and Rule 4350 of the Nasdaq Rules shall be annexed hereto as Exhibits A and
B, which such Exhibits shall be updated from time to time to reflect any
modification or supplementation of such rules.
- Each member shall be able to read and understand
fundamental financial statements, including a company's balance sheet,
income statement, and cash flow statement.
- At least one member of the Audit Committee must
(1) have past employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable
experience or background that results in the individual's financial
sophistication, including being or having been a chief executive officer,
chief financial officer or other senior officer with financial oversight
responsibilities and (2) be an "audit committee financial
expert" as defined in the Exchange Act.
The independent auditors engaged by
the Corporation at the Audit Committee's direction to audit the Corporation's
financial statements shall be accountable ultimately to the Corporation's Board
of Directors and the Audit Committee, as representatives of the Corporation's
The Audit Committee shall have the
authority to retain, terminate and replace the Corporation's independent
auditors and shall receive funding from the Corporation for the purposes of
retaining the Corporation's independent auditors and any special legal counsel,
accounting or other consultants that the Audit Committee deems necessary to advise
it in carrying out its duties.
The Audit Committee shall:
A. Independent Auditors
- Be responsible for the appointment, compensation
and oversight of the independent auditors employed by the Corporation for
the purpose of preparing or issuing an audit report. In this capacity, the
Audit Committee shall be responsible for evaluating and determining that
the audit engagement team has the competence necessary to conduct the
audit engagement in accordance with generally accepted accounting
- Review and discuss with the independent auditors
their audit procedures, including any problems or difficulties they may
have encountered, the scope (including any change with respect thereto),
fees and timing of the audit, and the results of the annual audit examination
and any accompanying management letters, any schedule of unadjusted
differences, and any reports of the independent auditors with respect to
- Review with the independent auditors any
information furnished by the independent auditors pursuant to Section 10A
of the Exchange Act, including, without limitation, such information
relating to any illegal acts that have or may have occurred, all critical
accounting policies to be used in the conduct of the audit and all
alternative treatments of financial information within generally accepted
accounting principles discussed with management or considered in
connection with the audit, the ramifications of the use of such
alternative treatments, and the treatment preferred by the independent auditors.
- Review and discuss with management and the
independent auditors: (a) any material financial or non-financial
arrangements of the Corporation which do not appear on the financial
statements of the Corporation; and (b) any transactions or courses of
dealing with parties related to the Corporation which transactions are
significant in size or involve terms or other aspects that differ from
those that would likely be negotiated with independent parties, and which
arrangements or transactions are relevant to an understanding of the
Corporation's financial statements.
- Review and recommend action with respect to the
results of each independent audit of the Corporation's financial
statements, including problems encountered in connection with such audit
and recommendations of the independent auditors arising as a result of
- Discuss with the Corporation's independent
auditors the matters required to be communicated pursuant to Statement on
Auditing Standards No. 61, including any amendments or supplements thereto
- Take appropriate action to oversee the
independent auditors' independence and, at least annually, discuss with
the independent auditors their independence and receive each of the
following in writing:
- Disclosure of all relationships between (i) persons employed by the independent auditors or any
of the auditors' related entities within the last two years and (ii) the
Corporation or any of its related entities and disclosure of any other
relationship that in the auditors' professional judgment may reasonably be
thought to bear on independence between (i) the
independent auditors or any of the auditors' related entities and (ii) the
Corporation or any of its related entities; and
- Confirmation that, in the auditors' professional
judgment, the independent auditors are independent of the Corporation
within the meaning of the federal securities laws.
- Evaluate the performance of the Corporation's
independent auditors and if so determined by the Audit Committee, replace
the Corporation's independent auditors (or nominate the independent
auditors to be proposed for stockholder approval in any proxy statement).
- Preapprove (either specifically or by
establishing policies and procedures generally pre-approving categories of
auditing services and permissible non-auditing services) all auditing
services and all permissible non-auditing services provided to the
Corporation by its independent auditors; provided that (i) any policies and procedures established by the
Audit Committee must be detailed as to each particular service that is
approved, must be designed to safeguard the continued independence of the
independent auditor and may not include delegation of the Audit
Committee's responsibilities under the Exchange Act to management and (ii)
the Audit Committee must be informed of each engagement entered into in
reliance on established policies and procedures. The Audit Committee
delegates to its Chairman the authority to pre-approve audit, audit-related,
tax and all other services not identified in this Charter or previously
pre-approved by the Audit Committee. Such approvals shall be made
consistent with this Charter and will be reported to the Audit Committee
at its next scheduled meeting following any such approval. Notwithstanding
the previous sentence, the Audit Committee is not required to preapprove services other than audit, review or attest
services if: (1) all such services provided do not aggregate to more than
five percent of the total revenues paid to the independent auditors in the
fiscal year when such services were provided, (2) the services were not
recognized as non-audit services at the time of the engagement and (3) the
services are promptly brought to the attention of the Audit Committee and
approved prior to completion of the audit by the Audit Committee or one or
more authorized representatives of the Audit Committee.
- Resolve disagreements, if any, between
management and the independent auditors.
B. Financial Statements
- Prior to their filing with the Securities and
Exchange Commission (the "SEC") or other publication, review and
discuss with the Corporation's independent auditors and management the
Corporation's audited financial statements.
- Based on (1) its review and discussions with
management of the Corporation's audited financial statements; (2) its
discussion with the independent auditors of the matters to be communicated
pursuant to SAS 61; and (3) the written disclosures from the Corporation's
independent auditors regarding independence, recommend to the
Corporation's Board of Directors whether the Corporation's audited
financial statements should be included in the Corporation's Annual Report
on Form 10-K for the applicable fiscal year for filing with the SEC.
- Prior to their filing with the SEC or other
publication, review and discuss with the Corporation's independent
auditors and management the information contained in the Corporation's
quarterly reports on Form l0-Q.
- Review and discuss with the Corporation's independent
auditors and management the Corporation's quarterly earnings releases.
- Review an analysis prepared by management and
the independent auditors of significant financial reporting issues and
judgments made in connection with the preparation of the Corporation's
- Review major changes to the Corporation's
auditing and accounting policies and practices as suggested by the
independent auditors, internal auditors or management.
- Meet periodically with any Disclosure Committee
established by the Corporation to discuss the compliance by the
Corporation with legal and regulatory requirements relating to the
Corporation's financial statements.
C. Internal Accounting
- Review with the Corporation's independent
auditors and financial management the adequacy and effectiveness of the
Corporation's system of internal accounting controls, including the
adequacy of such controls to expose any payments, transactions or
procedures that might be deemed illegal or otherwise improper.
- Review the scope and results of the
Corporation's internal auditing procedures and practices and oversee the
D. Management Conduct Policies
- Review from time to time and make
recommendations with respect to the Corporation's policies relating to management
conduct and oversee procedures and practices to ensure compliance
therewith. Such policies shall include, without limitation, those relating
to (1) transactions between the Corporation and members of its management,
(2) political contributions and other sensitive payments, (3) compliance
with the Foreign Corrupt Practices Act, and (4) corporate or competitive
opportunities offered to or enjoyed by members of such management.
- Meet periodically with management to review the
Corporation's major financial risk exposures and the steps management has
taken to monitor and control such exposures.
- Make interpretations from time to time as to the
scope and application of the Corporation's management conduct policies.
- Review and approve or disapprove, as contemplated
by the Corporation's management conduct policies, proposed transactions
between the Corporation and its employees or directors.
- Establish procedures for the receipt, retention
and treatment of complaints received by the Corporation regarding accounting,
internal accounting controls, or auditing matters.
- Establish procedures for the confidential,
anonymous submission by employees of the Corporation of concerns regarding
questionable accounting or auditing matters.
- Determine the appropriate funding for payment of
compensation to the independent auditors employed by the Corporation at
the Audit Committee's direction for the purpose of rendering or issuing an
audit report and to any advisers employed by the Audit Committee.
E. Other Duties
- At least annually, review the adequacy of this
Charter and recommend to the Corporation's Board of Directors any changes
to this Charter that the Audit Committee deems necessary or desirable,
- Perform such other specific functions as the
Corporation's Board of Directors may from time to time direct, and make
such investigations and reviews of the Corporation and its operations as
the Chief Executive Officer, the President or the Board of Directors may
from time to time request.
- Prepare a report in accordance with the rules of
the SEC to be included in the Corporation's annual proxy statement.
- Review with the Corporation's legal advisors
legal matters that may have a material effect on the financial statements,
the Corporation's compliance policies and any material reports or
inquiries received from regulators or governmental agencies relating to
any matter that may have a material effect on the Corporation's financial
- Make regular reports to the Board regarding its
activities, as appropriate.
- The Audit Committee shall have the authority to
conduct or authorize investigations into any matters within its scope of
The Audit Committee shall keep
regular minutes of its meetings. Meetings and actions of the Audit Committee
shall be governed by, and held and taken in accordance with, the provisions of
the Corporation's Bylaws, with such changes in the context of those Bylaws as
are necessary to substitute the Audit Committee, the Chairman of the Audit
Committee and its members for the Board of Directors, the Chairman of the Board
and its members. Regular meetings of the Audit Committee may be held at such
time and such place as the Audit Committee determines from time to time.