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Overview

Governance

Overview

Caesars Entertainment Corporation successfully completed the bankruptcy restructuring of Caesars Entertainment Operating Company, Inc. in late 2017. The completion of that process brought significant changes to our company. Prior to the restructuring, we were a “controlled company” for purposes of the Nasdaq listing requirements by virtue of the share ownership of affiliates of Apollo Management and TPG Capital. As a result of the restructuring, the share ownership these sponsors was substantially diluted and we are no longer a “controlled company”.

Below is a summary of certain key features of our corporate governance, consistent with our new status as an independent, non-controlled company.

Independence of Directors

  • Nine of the Company's ten directors are independent under the Nasdaq listing standards.
  • We continue to separate the roles of Chairman and Chief Executive Officer and our Chairman, Mr. James Hunt, is independent.

Audit Committee

  • All members of the Audit committee meet the independence standards for audit committee membership under the Nasdaq listing standards and applicable SEC rules.
  • The Board of Directors has designated each member of the Audit Committee as an "audit committee financial expert," as defined in the SEC rules.
  • The Audit Committee operates under a written charter that governs its duties and responsibilities, including its sole authority to appoint, review, evaluate and replace the Company's independent auditors.

Compensation and Management Development Committee

  • All members of the Compensation and Management Development Committee meet the independence standards for compensation committee membership under the Nasdaq listing standards.
  • The Compensation and Management Development Committee operates under a written charter that governs its duties and responsibilities, including the responsibility for executive compensation.

Nominating and Corporate Governance Committee

  • All members of the Nominating and Corporate Gzovernance Committee meet the independence standards under the Nasdaq listing standards.
  • The Nominating and Corporate Goverance Committee operates under a written charter that governs its duties and responsibilities, including the responsibility for board nomination and governance-related matters.

Corporate Governance Guidelines

  • The Company has adopted Corporate Governance Guidelines, including requirements regarding board composition and selection, director responsibilities, board committees, succession planning and annual performance evaluations.

Code of Business Conduct and Ethics

  • The Company has adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees.
  • The Code covers topics such as compliance with law, conflicts of interest, accuracy of financial reporting and public statements and preservation of corporate assets and opportunities.

Related Party Transaction Policy

  • The Board has a written related party transaction policy and procedures which give our Audit Committee the power to approve or disapprove potential related party transactions of our directors and executive officers, their immediate family members, and entities that hold a 5% or greater beneficial ownership interest in the Company.

Clawback Policy

  • Our key annual and long-term incentive plans include clawback provisions.

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