This Charter governs the operations of the Regulatory Compliance Committee (the “Committee”) of the Board of Directors (the “Board”) of Empire Resorts, Inc. (the “Company”). The purpose of the Committee is to oversee the Company’s compliance with laws and regulations. The Committee will report to the Board on a regular basis and not less than once a year.
The Committee will have three members, or such greater number as may be determined from time to time by the Board. The initial members of the Committee will be appointed by the Board. Candidates to fill subsequent vacancies in the Committee will be appointed by the Board based on nominations by the Corporate Governance and Nominations Committee. There is no requirement that any or all members of the Committee be independent. Members will serve at the pleasure of the Board and for such term or terms as the Board may determine.
Structure and Process
The Board will designate one member of the Committee as its chairperson. In the event of a tie vote on any issue, the chairperson’s vote will decide the issue. The Committee will meet in person or telephonically at least twice a year in conjunction with regularly scheduled meetings of the Board and at such other regularly scheduled times and places as may be determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson.
Duties and Responsibilities
The following are the duties and responsibilities of the Committee:
The Committee will produce and provide to the Board an annual performance evaluation of the Committee comparing the performance of the Committee with the requirements of this charter. The performance evaluation will include a recommendation to the Board regarding any improvements to the Committee’s charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee will be conducted in such manner as the Committee deems appropriate. The report to the Board may take the form of an oral report by the chairperson of the Committee or any other member of the Committee designated by the Committee to make this report.
Resources and Authority of the Committee
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants within the scope of its responsibilities, as it deems appropriate, without seeking approval of the Board or management.
The Committee will cooperate, as appropriate, with the Compensation Committee and the Audit Committee as to matters that may overlap with the charter of each respective committee.
This Charter and any provision contained herein may be amended or repealed by the Board.
To adopt policies and procedures regarding compliance with laws and regulations.
To adopt policies and procedures regarding response to changes in the legislative, regulatory or legal environment, as necessary or as requested by the Board.
To keep abreast of and to make recommendations to the Board with respect to developments in regulatory compliance programs, which are relevant to the Company’s activities, operations and licenses.
To oversee the delivery to and the acknowledgment by the appropriate employees of the Company of materials setting forth or describing the regulatory requirements applicable to their conduct or the business of the Company.
To meet with the Company’s Chief Compliance Officer, or such other employee performing similar functions (the “Compliance Officer”) to review the Company’s compliance with legal and regulatory requirements at each Committee meeting or at the request of the Committee chairperson.
To meet with the Compliance Officer to make recommendations with respect to any potential legal or regulatory violations.