Governance of climate-related risks and opportunities is embedded into our overall corporate governance, and as of 2020, climate-related risks are assessed as part of our formal enterprise risk management process. To manage these risks and opportunities, our Board of Directors (\"Board\") has well-defined oversight, and our management team helps to implement strategies to enable progress toward our climate goals. \n\n##### Board Oversight of Climate-Related Risk and Opportunities\n\nOur Board exercises oversight over climate-related risks and opportunities through our Board-Level Corporate Social Responsibility & Sustainability (\"CSR&S\") Committee, comprised of independent directors. Rose McKinney James – a global expert in clean energy advocacy and MGMRI Board Director – chairs the Committee. Among its duties, the Committee meets multiple times per year with management to review significant policies and performance and provides guidance on ESG topics. See Figure 1.\n\nEnvironmental sustainability topics, namely issues related to climate change, are included as Board agenda items several times per year. Included throughout the year at CSR&S meetings are discussions on climate-related matters, including but not limited to reviewing and giving input on the following:\n\nCorporate strategies for carbon emissions, energy, water and materials and waste\nEnergy efficiency investments\nRenewable energy investments\n2025 and 2030 ESG goals performance\nScience based targets\nScope 3 emissions quantification\nClimate risk management and mitigation, including those related to water\nMaterials and waste management efforts, including food waste reduction\nSustainable procurement functions\nSustainable conventions and events strategy\n\nManagement leverages the CSR&S Committee meetings to enhance Board member education on ESG-related topics by inviting third-party experts and critical stakeholders on specific ESG topics. For example, in 2022, leaders from the Southern Nevada Water Authority presented to the CSR&S Committee on water stress and strategic resilience in Southern Nevada. The company's dedicated ESG Reporting team – which tracks progress toward climate targets – also leverages these meetings to provide regular updates to the CSR&S Committee on goals performance.\n\nOther Board committees will review and give input on climate-related matters on a provisional basis. In 2022, the Audit Committee reviewed the proposed SEC Climate Disclosure Rule and all risks entered into the risk register. The Human Capital and Compensation Committee determines the provision of incentives related to ESG Strategy Implementation – a component of the Annual Incentive Program for the Chief Executive Officer and other Named Executive Officers – for efforts undertaken to achieve our publicly disclosed 2025 and 2030 Social Impact & Sustainability goals.\n\n##### Management Oversight of Climate-Related Risk and Opportunities\n\nOur CEO and President, Bill Hornbuckle, oversees climate-related matters on behalf of management. Mr. Hornbuckle also liaises between the CSR&S Committee and senior management. Our company's primary division with ESG oversight is the Social Impact & Sustainability Center of Excellence which focuses on Diversity, Equity & Inclusion, Philanthropy & Community Engagement, and Environmental Sustainability. In collaboration with MGM Resorts Design & Development, these two divisions lead our overall approach to climate change. More specifically, our Chief People, Inclusion & Sustainability Officer, and President of Design & Development champion progress toward interim and longer-term climate goals. Additionally, we implement specific measures to foster management-level governance of climate-related risks and opportunities, including an ESG Task Force, executive goal sponsorship, ESG-linked executive compensation and climate-related policies.\n\n**ESG Task Force: In 2019, company leadership spearheaded an ESG Taskforce comprised of executives from finance,**\nfacilities, investor relations, legal, risk, purchasing and other vital functions. This group supports the integration of\nour ongoing commitment to social impact and sustainability by assisting management with the following:\n\nIdentifying and assessing material ESG issues\nDeveloping strategic approaches to managing material ESG issues\nIntegrating ESG management approaches into operational strategies and financial planning\nActivating the implementation of sustainable practices to drive progress on ESG objectives\nSupporting the development of ESG disclosures to satisfy stakeholder interests\nChampioning change management to drive the transition to a more sustainable and resilient business model\n\n**Executive Goal Sponsorship: Each 2025 Social Impact & Sustainability goal, including those related to emissions**\nreduction, water stress and energy efficiency, is championed by an executive sponsor. Executive goal sponsorship\nhas been a critical factor in our goals' progress. Functional teams provide ongoing updates to executive sponsors\nwho review and provide input on the strategy, implementation plan and progress toward key milestones. Each\nsponsor also champions the implementation of best management practices. For example, our Chief Operating\nOfficer, Corey Sanders, an executive sponsor of several Social Impact & Sustainability goals, publishes an annual\nmemo to all management employees requiring action toward stated goals.\n\n**ESG-linked Executive Compensation: Our ESG initiatives are increasingly important to shareholders. To appropriately**\nincentivize management to focus on ESG issues, the Implementation of ESG Strategy (weighted 10%) is a strategic\ngoal in the Annual Incentive Program for our Chief Executive Officer and other Named Executive Officers. Progress\non this goal is determined using a selection of Social Impact & Sustainability goals and targets, including climate\nand water targets. The Human Capital and Compensation Committee determines the provision of incentives in this\narea for efforts undertaken to achieve our publicly disclosed 2025 and 2030 Social Impact & Sustainability goals.\nSee pages 52 and 53 of the 2023 Proxy Statement for additional details\n(https://investors.mgmresorts.com/investors).\n\n**Climate Policy: We have developed a set of policy statements to codify and communicate how climate-related**\n[matters are handled at our company. Our Environmental Policy, published in 2019, includes a section on climate](https://www.mgmresorts.com/content/dam/MGM/corporate/csr/mgm-corporate-csr-environmental-policy.pdf)\nchange and aligns with the United Nations Sustainable Development Goals. In 2022, we developed a Global Water\nPolicy to guide our behavior and improve practices related to water stress. Training and acknowledgment of the new\nwater policy was required for approximately 11,000 managers and supervisors in early 2023.