Inside Asian Gaming

IAG JAPAN DEC 2021 48 COLUMNISTS There is no requirement contained within the Bill that the appointee to the role of special manager must be “suitable” to occupy the position. The Bill provides that the special manager is not an associate of the casino operator; if he were an associate, he would be required to undergo a suitability assessment, including evaluation of suitability to occupy that role. While a former IBAC Commissioner is undoubtedly “fit and proper”, a test of suitability to occupy such an oversight role arguably would require more, such as relevant industry or regulatory, rather than investigative experience. Similarly, there is no threshold suitability requirement for contractors the special manager may engage to assist him. Presumably their terms of engagement would preclude conflicts of interest, and require confidentiality undertakings, but without a probity evaluation it is impossible to dimension the risk that a contractor with access to confidential or commercially sensitive company records might pose, irrespective of their ostensible affiliation or reputation. It is not clear what “powers and privileges” the special manager will enjoy as a director of Crown Melbourne. He will have the right to attend Board and Committee meetings and examine records anyway. He will also be able to participate in a deliberative capacity in those meetings. What is potentially troubling, though, is the fact that he will not have any of the obligations, duties or liabilities of a director of Crown Melbourne. In particular, he will owe no fiduciary duty to the company, to Crown Resorts, as its group holding company, or to the listed company’s shareholders. This asymmetry is possibly unique in a solvent Australian company. Royal Commissioner Ray Finkelstein recommended the appointment of a special manager to oversee Crown Melbourne’s efforts to return to suitability. 王立委員会のレイ・フィンケルスタインコミッショナーが クラウン・メルボルンが適格へと復活するための取り組 みを監督する役割として特別管理者の任命を提言した。