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Corporate Governance Guidelines

CAESARS ACQUISITION COMPANY

CORPORATE GOVERNANCE GUIDELINES
(adopted as of October 18, 2013)

 

The Board of Directors (the “Board”) of Caesars Acquisition Company (the “Company”), acting on the recommendation of its Nominating and Corporate Governance Committee, has developed and adopted the following corporate governance guidelines (“Guidelines”) to promote the functioning of the Board and its committees and to set forth a common set of expectations as to how the Board should perform its functions.

 

Director Responsibilities

 

  1. Oversight of the Company.  The Board acts as the ultimate decision-making body of the Company and advises and oversees management, who are responsible for the day-to-day operations and management of the Company.  The Board has developed a number of specific expectations of Directors, set forth in these Guidelines, to promote the discharge of the Board’s responsibility and the efficient conduct of the Board’s business.
  • In performing its functions, the Board shall have access to and are entitled to rely on the advice, reports and opinions of management, counsel, accountants, auditors and other expert advisors.  The Company shall provide for appropriate funding, as determined by the Board, for payment of compensation to any advisers employed by the Board and other expenses of the Board that are necessary or appropriate in carrying out its duties.
  • Directors may contact the CEO at any time to discuss any aspect of the Company’s business. Directors shall also have complete access to other members of management, including in-house counsel, internal auditors and accountants; provided, however, Directors should avoid interfering with the day-to-day effectiveness of management and should arrange any such access through the CEO.  The Board expects that there will be frequent opportunities for Directors to meet with the CEO and other members of management in Board and Committee meetings and in other formal or informal settings.
  1. Board Meetings/Agendas.  The Chairman of the Board will determine the frequency of Board meetings (which shall be not less than four meetings per year) and will set the agenda for each Board meeting. Board members are encouraged to suggest the inclusion of additional items on an agenda, and any Director may request that an item be placed on an agenda. Agendas for Board meetings shall be flexible enough so that unexpected developments can be discussed at Board meetings.  Information and data that are important to the Board’s understanding of the business to be conducted at a Board meeting will, to the extent practical and appropriate, be distributed to Directors sufficiently in advance of the meeting.
  2. Commitment, Attendance and Participation.  Directors are expected to attend Board meetings and meetings of Board committees of which they are members.  Directors should devote appropriate time to Board materials in advance of meetings and be sufficiently familiar with the Company’s business (including financial statements, capital structure, risks and competition) to facilitate active and effective participation in Board and committee deliberations. The Company will make appropriate personnel available to answer Directors’ questions about aspects of the Company’s business and to provide assistance to the Board and its committees.
  3. Confidentiality.  The proceedings and deliberations of the Board and its committees are confidential. Each Director shall maintain the confidentiality of information received in connection with his or her service as a Director.
  4. Executive Sessions of Independent Directors.  At least twice annually, the independent Directors shall meet in executive session.

Committees

  1. Board Committees.  The Board has established the following primary committees:  Audit Committee, Executive Committee, Human Resources Committee and Nominating and Corporate Governance Committee.  Each of these committees has a written charter setting forth its composition, responsibilities, duties and authorities.  The Board may add new committees as it deems advisable for purposes of fulfilling its primary responsibilities.
  2. Assignment of Committee Members.  The Nominating and Corporate Governance Committee is responsible for the recommendation to the Board of assignment of Board members to various committees and appointment of Chairs of the committees.
  3. Committee Agendas.  The Chairman of the Board will develop each committee’s agenda for each meeting, taking into account the suggestions of the members of such committee.  All Directors, whether members of a committee or not, are invited to make suggestions to the Chairman of the Board for additions to the agenda of any committee or to request that an item from a committee agenda be considered by the Board.  Information and data that are important to a committee’s understanding of the business to be conducted at a committee meeting are, to the extent practical and appropriate, to be distributed to committee members sufficiently in advance of the meeting.
  4. Committee Reports.  After a committee meets or otherwise takes action, it shall, as soon as practicable, make a report of its activities at a meeting of the Board.

Director Orientation and Continuing Education

  1. Management, working with the Nominating and Corporate Governance Committee, will provide an orientation process for new Directors.  Periodically, management will prepare additional educational sessions for Directors on matters relevant to the Company’s operations and plans.

Compensation

  1. Evaluating and Approving Compensation for the CEO.  The Human Resources Committee evaluates the performance of the Chief Executive Officer against the Company’s goals and objectives and approves the compensation level of the Chief Executive Officer, and then reports its actions to the Board.
  2. Director Compensation.  The Board, considering the recommendations of the Human Resources Committee, conducts a review at least annually of the components and amount of the compensation for non-employee Directors (including benefits) in relation to other similarly situated companies to ensure that Board compensation is consistent with market practices. Based on that review, the Board adjusts compensation as appropriate. Directors who are also employees of the Company or its subsidiaries receive no separate compensation for serving as Directors or as members of Board committees.

Management Succession

  1. At least annually, the Human Resources Committee shall review and make recommendations to the Board regarding the management succession plan, addressing the policies and principles for the Company’s executive officers selection and performance review, as well as policies regarding succession in the event of emergency or retirement.

Annual Performance Evaluation of the Board

  1. Through a formal survey or other appropriate means, the Nominating and Corporate Governance Committee shall lead the Board and its committees through an annual self-evaluation process to determine whether they are functioning effectively. As soon as possible following completion of each annual self-evaluation, the Nominating and Corporate Governance Committee shall report the results of the self-evaluation process to the Board.

Public Interactions

  1. The Board believes that the management speaks for the Company.  Individual Board members may, from time to time at the request of the management, meet or otherwise communicate with various constituencies that are involved with the Company. If comments from the Board are appropriate, they should, in most circumstances, come from the Chairman of the Board.



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