The Board of Directors (the “Board”) of Wynn Resorts, Limited (the “Corporation”) has established the Nominating and Corporate Governance Committee of the Board (the “Committee”) pursuant to Section 78.125 of the Nevada Revised Statutes and Article III, Section 3.17(c) of the Corporation’s Third Amended and Restated Bylaws. The purposes of the Committee shall be to recommend to the Board individuals qualified to serve as directors of the Corporation and on committees of the Board; to advise the Board with respect to Board composition, procedures and committees; and to develop and recommend to the Board a set of, and advise the Board with respect to, corporate governance principles applicable to the Corporation; to oversee the evaluation of the Board and the Corporation’s management.





The Committee shall be comprised of not less than two (2) members of the Board. Subject to the foregoing, the exact number of members of the Committee shall be fixed and may be changed from time by resolution duly adopted by the Board. The qualifications of Committee membership shall be as follows:



All of the members of the Committee shall be “independent directors” as defined in Rule 4200(a) of the National Association of Securities Dealers, Inc. Marketplace Rules for The Nasdaq Stock Market (the “Nasdaq Rules”), as such rule may be modified or supplemented. Rule 4200(a) of the Nasdaq Rules, shall be annexed hereto as Exhibit A, and, the form of such Exhibit initially annexed hereto shall be updated from time to time to reflect any modification or supplementation of such rules or definitions.





The Committee shall keep regular minutes of its meetings and shall meet at least two (2) times annually or more frequently as circumstances require. The Board shall designate one member of the Committee as its Chairman. Meetings and actions of the 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 necessary to substitute the Committee, the Chairman of the Committee and its members for the Board, the Chairman of the Board and its members. Regular meetings of the Committee may be held at such time and such place as the Committee determines from time to time.


The Committee may form subcommittees for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than one member; and provided further that the Committee shall not delegate to a subcommittee any power or authority required by any law, regulation or qualification requirement to be exercised by the Committee as a whole.



The Committee may request that any directors, officers or employees of the Corporation, or any other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee. The Committee shall make regular reports to the Board concerning its activities.





A.    Board Candidates and Nominees


The Committee shall have the following functions, powers and duties with respect to Board candidates and nominees:


(a)  To establish procedures for evaluating the suitability of potential director nominees proposed by management or stockholders.


(b)  To recommend to the Board the director nominees for election by the stockholders or appointment by the Board, as the case may be, pursuant to the Bylaws of the Corporation. Such criteria include the possession of such knowledge, experience, skills, expertise and diversity so as to enhance the Board’s ability to manage and direct the affairs and business of the Corporation, including, when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or to satisfy any independence, financial expertise or other requirements imposed by law, regulation or qualification requirement of the National Association of Securities Dealers (the “NASD”), the Nevada State Gaming Control Board or any other relevant licensing board or regulatory authority.


B.    Board Composition and Procedures


The Committee shall have the following functions, powers and duties with respect to the composition and procedures of the Board as a whole:


(a)  To review annually with the Board the composition of the Board as a whole and to recommend, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, depth and diversity of experience, skills and expertise required for the Board as a whole and contains at least the minimum number of Independent Directors required by, and satisfies any other requirements of, the NASD or any rules or regulations promulgated by the Securities and Exchange Commission.


(b)  To review periodically the size of the Board and to recommend to the Board any changes the Committee deems appropriate.


(c)  To make recommendations on the frequency and structure of Board meetings.


(d)  To make recommendations concerning any other aspect of the procedures of the Board that the Committee considers warranted, including, but not limited to, procedures with respect to the waiver by the Board of any Corporation rule, guideline, procedure or corporate governance principle.


C.    Board Committees


The Committee shall have the following functions, powers and duties with respect to the committee structure of the Board:


(a)  To make recommendations to the Board regarding the size and composition of each standing committee of the Board, including the identification of individuals qualified to serve as members of the Committee and all other committees, and to recommend individual directors to fill any vacancy that might occur on a committee (including the Committee).


(b)  To monitor the functioning of the committees of the Board and to make recommendations for any changes, including the creation and elimination of committees.



(c)  To review annually committee assignments and any policy with respect to the rotation of committee memberships and/or chairpersonships, and to report any recommendations to the Board.


(d)  To recommend that the Board establish such special committees as may be desirable or necessary from time to time in order to address ethical, legal or other matters that may arise. The Committee’s power to make such a recommendation under this Charter shall be without prejudice to the right of any other committee of the Board, or any individual director, to make such a recommendation at any time.


D.    Corporate Governance


The Committee shall have the following functions, powers and duties with respect to corporate governance:


(a)  To develop and recommend to the Board a set of corporate governance principles for the Corporation, which shall be consistent with all applicable laws, regulations and qualification requirements. At a minimum, the corporate governance principles developed and recommended by the Committee shall address the following:




Director qualification standards. The qualification standards established by the Committee must reflect, at a minimum, the independence requirements of the NASD. The Committee shall also develop policies regarding director tenure, retirement and succession, and shall consider whether it is in the best interest of the Corporation to limit the number of corporate boards on which a director may serve.




Director responsibilities.




Director access to management and, as necessary and appropriate, independent advisors.




Director orientation and continuing education.




Management succession, including policies and principles for the selection and performance review of the Chief Executive Officer, as well as policies regarding succession in the event of an emergency or the retirement of the Chief Executive Officer.


(b)  To review periodically, and at least annually, the corporate governance principles adopted by the Board to assure that they are appropriate for the Corporation and comply with the requirements of the NASD, and to recommend any desirable changes to the Board.


(c)  To recommend for adoption by the Board and periodically review and recommend changes to the Corporation’s Gaming Compliance Program.


(d)  To consider any other corporate governance issues that may arise from time to time and to develop appropriate recommendations for the Board.


E.    Evaluation of the Board and Management


The Committee shall be responsible for overseeing the evaluation of the Board as a whole and the management of the Corporation, including the Chief Executive Officer of the Corporation. The Committee shall establish procedures to allow it to exercise this oversight function.





The Committee shall, on an annual basis, evaluate its performance under this Charter. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated,



and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.


The Committee shall deliver to the Board a report setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Corporation’s or the Board’s policies or procedures.





The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and may retain, at the Corporation’s expense, such independent counsel or other advisers as it deems necessary. The Committee shall have the sole authority to retain or terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms, with such fees to be borne by the Corporation.