About the Special Manager

The role of the Special Manager

Following recommendations from the Finkelstein Royal Commission into the Casino Operator and Licence, Stephen O’Bryan KC was appointed as the Special Manager for the Melbourne Casino Operator, pursuant to section 36B of the Casino Control Act 1991 (Vic) in January 2022.

The Special Manager has all the powers, rights, and privileges of a director of Crown, other than the right to vote.

The Special Manager has extensive legislative powers to:

• monitor Crown’s operations, including to enter and remain on the premises, to attend any meetings, and to gather information and records
• oversee and give directions to Crown to take, or refrain from taking, any specified action, for example, to ensure compliance with its regulatory and legal obligations.

The Special Manager is required to provide regular reports on Crown’s reform work to the Victorian Gambling and Casino Control Commission (VGCCC) and the Minister for Casino, Gaming and Liquor Regulation on matters relevant to whether Crown should keep its licence.

By mid-January 2024, the Special Manager will submit a final report to the VGCCC and the Minister. The final report will evaluate Crown’s reform efforts, to assist the VGCCC, which is independent of the OSM, in determining whether Crown has returned to suitability to hold the Melbourne casino licence.

The Special Manager is supported in his work by a Deputy Special Manager, Operations and Strategy, and Deputy Special Manager, Governance, Risk and Assurance; along with a small multidisciplinary team.

Focus and powers of the Special Manager

The blueprint for the Special Manager’s work is set out in Appendix I of the Finkelstein Royal Commission report. The key areas in which Crown needs to demonstrate major reform are in relation to cultural change, governance, risk management and compliance, responsible service of gambling, and preventing financial crime. The Special Manager’s work includes independently monitoring and assessing a range of projects and activities Crown is undertaking to effect change in these areas.

The role of the Special Manager is a unique role in Australian corporate history. The Special Manager has significant powers under the Casino Control Act, including all the powers, rights and privileges of a Crown Melbourne director (except the right to vote). The Special Manager also has statutory powers to direct the casino operator to take action or to refrain from taking action.

It is unique for a monitor overseeing a solvent company to have such extensive supervisory powers. The powers of other significant monitorships over solvent companies (such as those overseeing WorldCom in 2002 and Volkswagen in 2018) have included the power to access information and to make recommendations regarding corporate governance, but not to direct a company to take, or to veto, action.

These significant supervisory powers, similar to those of a corporate administrator, have been enacted by the Parliament of Victoria in view of the Finkelstein Royal Commission’s damning findings, and the importance of the VGCCC being fully and independently informed about Crown’s suitability to retain its casino licence.