Sixth Review of the Casino Operator and Licence June 2018 Crown Melbourne and Parent Company Directors 1992–2018
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Sixth Review of the Casino Operator and Licence June 2018 Crown Melbourne and parent company directors 1992–2018 1/1/92 11/3/94 19/5/96 28/7/98 5/10/00 14/12/02 21/2/05 2/5/07 10/7/09 18/9/11 26/11/13 4/2/16 14/4/18 Jane Halton Toni Korsanos Andrew Demetriou Robert Rankin Barry Felstead Gregory Hawkins Harold Mitchell Helen Coonan David Gyngell Ken Barton John Horvath Guy Jalland Robert Turner David Lowy Michael Neilson David Courtney Ben Brazil Christopher Mackay Geoff Dixon Chris Corrigan Michael Johnston Christopher Anderson Laurence Muir Rowen Craigie Peter Yates Ian Johnson Geoff Kleemann Nick Falloon John Alexander James Packer Kerry Packer Tony Hartnell Richard Turner Donald Bourke Robert Riley Ashok Jacob Neville Miles Rowena Danziger Kevan Gosper Kenneth Spencer John Utz John Calvert-Jones Peter Barraclough Peter Johnson Ron Walker Lloyd Williams Current Director Barry Hamilton Former Director Source: VCGLR Table of Contents Preliminary 1 Part 3—Legislated and transaction document obligations 78 Transmission letter 1 Scope of section 78 Glossary 2 Key transaction documents obligations 79 An “international class casino complex” 81 Executive summary 5 Crown’s attestation 83 Responsible gambling 84 Conclusions 8 Responsible service of alcohol 126 Money laundering 133 Findings 8 Other relevant regulators and the casino 139 Areas for improvement 9 Formal statement 11 Part 4—Credibility of casino operations 141 Recommendations 12 The public interest test explained 141 Part 1—Introductory 16 The casino game offering 141 Supervision 149 The periodic review requirement 16 Domestic, interstate and international business 151 Regulatory and commercial context 24 Security and surveillance 152 A note on Crown Melbourne, Crown Resorts and Minors in the casino 155 other group companies 39 Exclusion orders 156 Part 2—Suitability 40 Scope 40 What is suitability? 40 The Company 41 Company performance during the review period 46 Financial suitability 47 Personal suitability of associates 50 Management Ability 51 Corporate governance and risk 54 Illegal and undesirable activities 68 Regulatory Compliance 72 China 76 Appendix 1 159 Appendix 9 195 Public submission summary 159 Transaction Documents with active obligations 195 Appendix 2 164 Appendix 10 196 Tax regime 164 References 196 Appendix 3 165 Appendix 11 201 List of associates 165 List of charts, figures and tables 201 Appendix 4 168 Information Boxes Summary of the responsible gambling legal framework applicable to the casino operator 168 Macau 31 Singapore 32 Appendix 5 177 Loan sharking case study 70 China class action 77 Responsible Gaming Support Centre Activities 177 Harm minimisation and gambling 86 Responsible Gaming Support Centre 90 Appendix 6 180 List of observable signs 94 YourPlay cards 98 Probity Report—Anne Dalton and Associates 180 Crown loyalty program 101 Data analytics 103 Appendix 7 184 Voluntary exclusion orders 106 Facial recognition technology 116 List of stakeholders consulted 184 Guy v Crown Melbourne Ltd 124 Money laundering case studies 136 Appendix 8 185 Table games 143 Response from Crown Melbourne 185 Sixth Review of the Casino Operator and Licence Preliminary Transmission letter 2 July 2018 The Hon. Marlene Kairouz MP Minister for Consumer Affairs, Gaming and Liquor Regulation Level 26, 121 Exhibition Street MELBOURNE VIC 3000 Dear Minister On behalf of the Victorian Commission for Gambling and Liquor Regulation, I submit the report of the Sixth Review of the Melbourne Casino Operator and Licence, conducted in accordance with section 25 of the Casino Control Act 1991. Yours sincerely Ross Kennedy PSM Chair 1 Sixth Review of the Casino Operator and Licence Glossary AML/CTF Anti-Money Laundering/ company should adhere to ensure Casino operator This is the technical Counter-Terrorism Financing is a good governance and robust decision term used in the Casino Control Act to law enforcement issue within the making. identify the holder of a casino licence. responsibility of the Commonwealth and key agencies AUSTRAC, the AUSTRAC The Australian Commission-based play To attract Australian Criminal Intelligence Transaction Reports and Analysis high roller business, casinos offer Commission and the Australian Centre is the Commonwealth commissions and rebates, typically Federal Police. regulatory agency for AML/CTF. calculated by reference to turnover or net revenue or both. High roller ASIC Australian Securities and Casino Agreement The Casino business is typically volatile, as Investments Commission, an Agreement, executed on 21 the most popular games have a Australian Government agency, is September 1993, and varied eleven lower margin (house edge) and the the registration body and regulator times since, promised the grant of individual transactions are of higher of corporations (public and private the Melbourne Casino Licence in a value than in general gaming. companies). particular form and set out temporary and ongoing contractual conditions CPH Consolidated Press Holdings ASX Australian Stock Exchange of the grant. The present parties to Pty Ltd ACN 008394509 was the Limited is the operator of the licensed the Casino Agreement are Crown original Packer family controlled securities exchange on which shares Melbourne and the VCGLR. company, and many of the Packer and other Crown Resorts securities family entities have variations of this are listed. ASX performs regulatory Casino Control Act The Casino name. In this report, the term CPH functions complementary to those Control Act 1991 (Act No. 47 of 1991) is used to refer to those entities as a of ASIC in relation to listed public received Royal Assent on 25 June collective. companies. 1991. All original provisions were in operation by 27 May 1993. The most Crown This expression is used in ASX Listing Rules The ASX recent consolidation incorporates the report where it is not necessary mandates certain actions by listed amendments as at 15 December 2017 or helpful to distinguish between the companies under its Listing Rules. in Authorised Version No. 094 and is parent company, Crown Resorts, The most significant for the purposes available online at and the casino operator, Crown of this report are the continuous legislation.vic.gov.au Melbourne. disclosure rules, which aim to keep the market fully informed about listed Casino (Management Agreement) Crown Melbourne Crown Melbourne companies’ prospects. Act The Casino (Management Limited ACN 006 973 262 is the holder Agreement) Act 1993 (Act No. 94 of the Melbourne Casino Licence and ASX Governance Principles of 1993) received Royal Assent and the “casino operator” for the purposes This is a reference to principles came into operation on 16 November of this review. It was initially an ASX set out in the third edition of the 1993. The most recent consolidation listed company under the names Corporate Governance Principles incorporates amendments as at 22 Crown Casino Ltd and Crown Limited. and Recommendations of the ASX October 2014 in Authorised Version Corporate Governance Council. No. 042 and is available online at These set out the generally accepted legislation.vic.gov.au governance principles to which a listed 2 Sixth Review of the Casino Operator and Licence Crown Resorts Crown Resorts Gambling Regulation Act The in operation by 17 February 1999. The Limited ACN 125 709 953 is an ASX Gambling Regulation Act 2003 (Act most recent consolidation incorporates listed, Australian public company. It is No. 114 of 2003) received Royal amendments as at 1 April 2018 in Crown Melbourne’s ultimate holding Assent on 16 December 2003. With Authorised Version No. 084 and is company. It was established (under the exception of two transitional tax available online at the name “Crown Limited”) to effect provisions, all original provisions were legislation.vic.gov.au a demerger of media and gambling in operation by 1 July 2004. The most assets from PBL. It is an approved recent consolidation incorporates Management Agreement The associate of the casino operator. amendments as at 14 June 2018 in Management Agreement, executed Authorised Version No. 076 and is on 20 September 1993 and varied EBIT Earnings Before Interest and available online at ten times since, is the agreement Tax, a common measure of business legislation.vic.gov.au ratified by Parliament (through the earnings ability which allows Casino (Management Agreement) Act) like-for-like comparison by removing High roller A high roller is a person identifying the casino and setting out distortions arising from the cost of who gambles very large amounts the Government’s terms (including capital structure and income tax of money in a casino. High rollers taxation). Section 15 of the Casino expense. are sought after by casino and Control Act made the Management junket operators who offer them Agreement a condition precedent to EBITDA Earnings Before Interest, access to private gaming facilities, the grant of the Melbourne Casino Tax, Depreciation and Amortisation, commission on gaming turnover Licence. The present parties to the a common measure of business and other incentives such as travel, Management Agreement are Crown performance which allows like-for-like accommodation, food and drink Melbourne and the Minister (on behalf comparison by removing distortions (known as commission-based play) of the State of Victoria). arising from different approaches to to encourage them to gamble at their capital raising. venue of choice. Melbourne Risk Committee Crown Melbourne Risk Management Exclusion Order A legal order Internal Control Statement The Committee. prohibiting a patron from entering the documented system of internal casino or casino complex. The Casino controls and administrative and Melco Melco Resorts & Control Act empowers the Chief accounting procedures for the Entertainment Limited (formerly Commissioner of Police, the casino Melbourne Casino approved by the Melco Crown Entertainment Limited operator and the VCGLR to exclude VCGLR for the purposes of section until 9 May 2017) was the vehicle persons from entering or remaining in 121 of the Casino Control Act. for the joint venture between Crown the casino.