GOVERNANCE AND NOMINATING COMMITTEE CHARTER
TRUMP ENTERTAINMENT RESORTS, INC.
Amended and Restated as of June 23, 2005
- Members. The Board
of Directors (“Board”) of Trump Entertainment Resorts, Inc. (“Company”)
shall appoint a Corporate Governance and Nominating Committee
(“Committee”) comprised of at least two (2) 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 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
- Purposes, Duties and
Responsibilities. The purposes of the Committee shall be to: develop
and recommend to the Board the governance processes and principles
applicable to the Company; oversee the periodic evaluation of the Board
and committees; recommend Committee composition and chairpersons; review
director independence; and, generally, have a leadership role in shaping
the Company’s corporate governance policies.
Pursuant to the Voting Agreement, dated as of May 12, 2005, by and among
the Company and the Stockholders (as defined therein), certain parties
have the right to designate certain Board members. Subject to these
restrictions, the Committee, if asked by any such party with the right to
designate a Board member or by the Board, shall make non-binding
recommendations regarding: composition needs of, and other qualification
considerations for, the Board and its Committees; individuals qualified to
become members of the Board; and procedures regarding the consideration of
shareholder suggestions for candidates for nomination to the Board.
Specifically, the duties and responsibilities of the Committee shall
- Reviewing the Company’s
corporate governance practices and guidelines, and recommending
appropriate changes thereto.
- Coordinating and
overseeing the annual self-evaluation of the role and performance of the
Board and its committees.
- Recommending for Board
approval the composition of Board Committees and chairpersons for such
- Recommending for Board
approval determinations as to director independence.
- If requested, reviewing
the compositional needs of the Board and developing and recommending
criteria for use in identifying and evaluating prospective Board
candidates; and identifying and reviewing the qualifications of Board
- If requested,
recommending potential director nominees that satisfy the qualification
criteria developed by the Committee.
- If requested, overseeing
the Company’s policies and procedures for the receipt of shareholder
suggestions regarding Board composition and recommendations of candidates
for nomination by the Board.
- 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
- 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. The Committee shall maintain
minutes of its meetings and regularly report its activities to the Board.
- Delegation. The
Committee may form, and delegate its responsibilities to, a subcommittee
consisting of one or more Committee members or other independent
directors, when appropriate.
- Outside Advisor. The
Committee will have the sole authority (and resources necessary) to retain
and terminate such director search advisor 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 advisor.