27 questions lodged at the 2021 Crown Resorts AGM

October 24, 2021

Here are the 27 questions that were lodged during the Crown Resorts AGM held on October 21, about 15 of which were read out. Those that were ignored are in italics.

1. Could CEO Steve McCann and chair-elect Ziggy Switkowski explain their full history of dealings with James Packer. In 2003, The AFR's Jennifer Hewett wrote the following: “In 2000, Telstra came close to taking Nine off Kerry Packer before the majority of the board baulked, primarily at the top-of-the-market price demanded.” Telstra was led by Ziggy at the time. Is it true that the new “independent” chair of Crown is someone who wanted to give the Packer family its second Alan Bond pay day on Channel Nine, partly using taxpayer funds given that Telstra hadn't been fully privatised at the time?

2. Could Toni Korsanos explain why she is quitting the Crown board at the end of this meeting? It is because she has a conflict of interest as the executive vice chair of Scientific Games? Also, could Toni comment on Helen Coonan's evidence to the Victorian Royal Commission that she opposed removing former CEO Ken Barton when he was sacked. Why did she want to keep Mr Barton on?

3. What material did Crown provide to Royal Commissioner Ray Finkelstein about the structure of our property holdings in Melbourne? Are there any practical challenges in separating the various components of Australia's largest integrated network of buildings and are we ready to disaggregate if that is the order from the Victorian Government? Can Crown Resorts practically retain ownership of all the land and buildings whilst selling the casino licence to a third party?

4. Do the chair and CEO agree with Royal Commissioner Ray Finkelstein that Crown was in breach of its commitments to the Victorian Government once it started buying and building casinos in rival Australian jurisdictions, plus offshore. Please spell our precisely what these commitments to the Victorian government are and comment on how easy it would be to disaggregate ownership of our 3 casinos so each can be fully focused on maximising the interests of its home licensing state, if that is what regulators require.

5. Crown Resorts is facing a class action being run by law firm Maurice Blackburn related to the China arrests which is scheduled to run for 6 weeks and start on Monday before Justice Bernard Murphy, the former head of class actions at Maurice Blackburn. Given all the criticism of Minter Ellison for advising Crown to be belligerent and aggressive in its regulation and litigation strategies over the years, are they still involved as the main lawyer running this defence and have we raised a provision in case we lose or are we insured if that happens? Do we really want the saga of the China arrests to be re-prosecuted publicly in the courts for the next 6 weeks?

6. The media has reported that our new CEO Steve McCann has a world ranking as a poker player. Could the CEO clarify his history as a poker player and also outline what experience he has as a gambling customer beyond poker. Also, how many casinos has he visited or gambled at around the world. Over his career, has he been genuinely keen on gambling or is he just an investment banker turned property guy who played a bit of poker on the side?

7. Could Steve McCann comment on whether he had any contact with James Packer before his appointment as Crown CEO and has he had any contact since.

8. Why did we opt to borrow $150 million from an industry fund, rather than banks? Did we ask James Packer to lend us the money at a cheaper rate than what the industry fund will be charging? Please name the industry fund and detail what security has been offered, where it will rank against other creditors and lenders and whether the interest rate is higher or lower than what our banks are charging us?

9. Where have we drawn the line in terms of paying the legal fees of current and former directors and executives. For example, did we pay for Ken Barton's legal representation at the Victorian Royal Commission? Which of our current and former directors were able to access independent legal advice and representation which was funded by Crown?

10. As a 10% shareholder in Crown, has Blackstone sought board representation and who does Steve McCann deal with at Blackstone. Once the uncertainty around our licences is resolved, is there a prospect that another Blackstone takeover bid could be contemplated or is foreign ownership something we don't believe all of our 3 state-based regulator would agree to?

11. Voting at ASX listed company AGMs is not a secret ballot. Has Mr Packer voted on any of the resolutions today and has Blackstone voted its 10% stake. Also, have any of the 5 proxy advisers in the Australian market recommended against any of today's resolutions.

12. What was the total amount of Jobkeeper that we received during the 12 months that it operated for and should we pay some of it back given we were in the top 5 recipients and particularly given that Crown Perth was only closed for 27 days but we received JobKeeper for every one of our Perth staff for 180 days, given the ridiculously generous way that the Federal Government designed the $90 billion scheme?

13. What is the current state of Crown's relationship with James Packer given that he dominated the company for most of the past 20 years, hand picked most of the directors and executives, drove most of the strategic decisions and had full unfettered access to the company's facilities, assets and information, even when not personally serving on the board. Apart from owning 37% of the company, is the only other ongoing connection his commitment to pay us $60 million for some Penthouses at Barangaroo. When is this due to settle and are we comfortable having Mr Packer living in our signature Sydney property given his controversial history with the company? Also, did we pay for Mr Packer's lawyers during the various Royal Commissions?

14. Which external search firm are we using to help source new directors such as Bruce, Nigel and Anne Ward who was announced in late September. Too often in the public company space, chairs just recruit people they know to their boards. Was this the case with Anne Ward given that she and Ziggy spent the past 6 years on the RMIT board together?

15. Historically, have Crown Resorts and Star Entertainment shared any information on VIP players in order to keep criminals out of their casinos or has it been a case of one company banning someone and the rival picking up the money laundering business. Is it time for the whole casino industry to work together with the authorities to keep criminals out of their casinos.

16. When we recruited Ziggy to be our new chair, did the CEO have any influence or involvement in the decision. Also, what size chairman's fee did we negotiate and what commitments did Ziggy give the board in terms of reducing his heavy workload which at the time included chairing both NBN Co and RMIT?

18. There have been a lot of shocking revelations about Crown over the past 2 years. Could CEO Steve McCrann and acting Jane Halton both comment on what revelations or practices have most shocked them.

20. Do the chair and CEO agree that it would make more sense to have a Federal casino regulator, rather than all these state-based regulators with different policies and approaches, most of which have been ineffective over the years?

21. Will the CEO and chair-elect commit to expanding Crown's efforts on responsible gambling, including by accessing their extensive loyalty program data to establish which of their customers might be suffering harm and then offer an intervention or diversion program to assist the customer?

22. James Packer is more responsible than anyone else for all the disasters which have befallen Crown over the past few years. Now that all of the old Packer-sympathising directors have been cleaned out, does Nigel support the idea of giving serious considering to suing Mr Packer and his various hand-picked Crown directors to compensate us minority shareholder for some of our losses? Mr Packer is still worth about $5 billion, so why not go after him in the courts, a bit like the way Maurice Blackburn is running two class actions on behalf of thousands of Crown shareholders against us at the moment?

23. Can Bruce outline any history he has with James Packer. Some of us are sick of James Packer hanging around Crown like a bad smell and refusing to sell his residual 37% stake. Would Bruce support the idea of doing a 15% placement to institutions at the highest price possible to dilute Mr Packer and then propose a constitutional amendment that caps any single shareholder's voting power at 10%. Once the board is fully rebuilt, please stop being so timid and get rid of the person most responsible for this company's various disasters.

24. When seeking new directors, what proportion of potential candidates knock us back because they regard Crown as toxic and not good for their reputation. Did any of our new directors announced to the market require particular persuading?

25. I have been involved in board tilts for gambling companies such as Tabcorp and Tattersalls where the votes have been counted and the motion formally put even though regulatory approval had not been granted. Why couldn't this approach have been taken with Ziggy and why can't he even address shareholders today as an observer. Who gave the legal advice to withdraw the resolution or was it demanded by state gambling regulators and is Ziggy being paid?

26. When disclosing the outcome of all resolutions today, including these dramatic remuneration votes, will the board agree to publicly disclose how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a disclosure initiative recently adopted by Metcash and Southern Cross Media after their AGM. You have the data, please disclose it on your website, if not to the ASX this afternoon. If thousands of retail shareholders voted, disclose which way they lent, rather than having Packer, Blackstone and institutional votes dominate the outcomes.

27. Have we thought about offering each of our state government licensees the opportunity to appoint one nominee to the Crown board, in order to rebuild trust with regulators and give the governments more buy in on the management and board stewardship of Crown. Such an olive branch might give them a disincentive to cancel our licences?