About the Special Manager

The role of the Special Manager

Following recommendations from the Finkelstein Royal Commission into the Casino Operator and Licence(opens in a new window), Stephen O’Bryan KC commenced as the Special Manager for the Melbourne Casino Operator on 1 January 2022, pursuant to section 36B of the Casino Control Act 1991 (Vic).

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

The Special Manager had 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 provided regular reports on a 6-monthly basis to the Victorian Gambling and Casino Control Commission (VGCCC)(opens in a new window) and the Minister for Casino, Gaming and Liquor Regulation assessing Crown’s reforms and associated matters relevant to whether Crown was suitable to hold the Melbourne casino operator licence.

In January 2024, the Special Manager submitted a confidential final report to the VGCCC and the Minister. The final report set out the Special Manager’s assessment of Crown’s reforms and efforts to return to suitability.

Following consideration of the Special Manager’s final report, interim reports and other relevant evidence, on 26 March 2024, the VGCCC announced its decision on Crown’s return to suitability to hold the Melbourne casino licence. The VGCCC’s decision(opens in a new window) is available on its website.

The Special Manager’s statutory term concluded on 30 June 2024.

Focus and powers of the Special Manager

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

The role of the Special Manager was quite unique in Australian corporate history. The Special Manager had 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 had statutory powers to direct the casino operator to take action or to refrain from taking action.

It is fairly 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, were 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 hold the Melbourne casino operator licence.

During the Special Manager's term, 32 Directions and 24 formal Information Requests were issued, alongside numerous informal information requests. Hundreds of meetings were also held with Crown, leading to the collection of thousands of documents and other relevant information for assessment.