Casino Control Act 2006 (Singapore)/Part IV

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PART IV
SUPERVISION AND CONTROL OF CASINO OPERATORS

Division 1—Directions, investigations, etc.

Directions to casino operator

57.—(1) The Authority may give to a casino operator a written direction that relates to the conduct, supervision or control of operations in the casino and the casino operator shall comply with the direction as soon as it takes effect.

(2) The direction takes effect when the direction is given to the casino operator or on a later date specified in the direction.

(3) The power conferred by this section includes a power to give a direction to a casino operator to adopt, vary, cease or refrain from any practice in respect of the conduct of casino operations.

(4) A direction under this section shall not be inconsistent with this Act or the conditions of the casino licence.

(5) Any casino operator who fails to comply with a direction under this section shall be liable to disciplinary action.

(6) Where a casino operator has been subject to disciplinary action under subsection (5) (referred to in this section as the first disciplinary action) and continues to fail to comply with the direction of the Authority, such failure shall constitute a fresh ground of disciplinary action for every day or part thereof that the failure continues after the first disciplinary action.

General

58.—(1) The Authority may investigate a casino from time to time and at any time that the Authority thinks it desirable to do so and, if it is directed to do so by the Minister, shall investigate the casino.

(2) The investigation may include (but is not limited to) an investigation of any or all of the following matters:

(a) the casino and operations in the casino;

(b) the casino operator or a person who, in the opinion of the Authority, is an associate of the casino operator;

(c) any person who, in the opinion of the Authority, could affect the exercise of functions in or in relation to the casino;

(d) any person who, in the opinion of the Authority, could be in a position to exercise direct or indirect control over the casino operator, or an associate of the casino operator, in relation to functions in or in relation to the casino.

(3) The Authority may make a report to the Minister on the results of such an investigation if it thinks it desirable to do so and shall make such a report if the investigation was made at the direction of the Minister.

Regular investigations of casino operator’s suitability, etc.

59. The Authority shall, at such intervals as it may determine, investigate whether or not—

(a) the casino operator is a suitable person to continue to hold the casino licence; and

(b) the casino licence should continue in force,

and shall take whatever action the Authority considers appropriate in the light of its findings.

Casino operator to provide information

60.—(1) The Authority may, by notice in writing, require a casino operator or a person who was a casino operator or a person who, in the opinion of the Authority, is or was directly or indirectly associated with the casino operator—

(a) to provide the Authority or an authorised person, in accordance with directions in the notice, with such information relevant to the casino operator or that association or to the casino, or with such information as the Authority requires, as is specified in the notice;

(b) to produce to the Authority or an authorised person, in accordance with the directions in the notice, such records relevant to the casino operator or that association or to the casino, or to matters specified by the Authority, as are specified in the notice and to permit examination of those records, the taking of extracts from them and the making of copies of them; or

(c) to attend before the Authority or an authorised person for examination in relation to any matters relevant to the casino operator or that association or to the casino, or to matters specified by the Authority, and to answer questions relating to those matters.

(2) If records are produced under this section, the Authority or authorised person to whom they are produced may retain possession of the records for such period as may reasonably be necessary for investigations to be carried out.

(3) At any reasonable time during the period for which records are retained, the Authority or authorised person shall permit inspection of the records by a person who would be entitled to inspect them if they were not in the possession of the Authority or an authorised person.

(4) A person who complies with a requirement of a notice under this section does not on that account incur a liability to another person.

(5) Any casino operator who fails to comply with a requirement of a notice under this section shall be liable to disciplinary action.

(6) Any person (other than a casino operator) who fails to comply with a requirement of a notice under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part thereof during which the offence continues after conviction.

Change in situation of casino operator

61.—(1) In this section—

“major change”, in the situation existing in relation to a casino operator, means—

(a) any change which results in a person becoming an associate of the casino operator;

(b) any change in the person engaged or appointed to manage or operate the casino; or

(c) any other change which is of a class or description prescribed as major for the purposes of this section;

“minor change”, in the situation existing in relation to a casino operator, means any change in that situation that is prescribed as a minor change for the purposes of this section.

(2) A casino operator shall—

(a) take all reasonable steps to ensure that a major change in the situation existing in relation to the casino operator which is within the casino operator’s power to prevent occurring does not occur except with the prior approval in writing of the Authority;

(b) where paragraph (a) does not apply, notify the Authority in writing of any major change in the situation existing in relation to the casino operator within 3 days after the casino operator becomes aware of the change; and

(c) notify the Authority in writing of any minor change in the situation existing in relation to the casino operator within 14 days after becoming aware that the change has occurred.

(3) Sections 46 and 47 apply to and in respect of an application for approval under this section in the same manner that they apply to and in respect of an application for a casino licence.

(4) If a major change is proposed or has occurred involving a person becoming an associate of a casino operator—

(a) in a case which also requires—

(i) an application to be made under section 65 or 66 by a shareholder or prospective shareholder of the casino operator;

(ii) notice of a controlled contract to be given under section 73; or

(iii) an application for a special employee licence to be made under section 81,

the casino operator shall be deemed to have complied with subsection (2)(a) if such application is made or such notice is given, as the case may be; or

(b) in any other case, the Authority shall inquire into the change to determine whether it is satisfied that the person is a suitable person to be associated with the management of a casino having regard to the matters in section 63(4) and if it is not so satisfied, shall take such action as it considers appropriate under section 63.

(5) Any casino operator who fails to comply with subsection (2) shall be liable to disciplinary action.

Change in situation of associate

62.—(1) Where a change of a kind specified by the Authority in writing given to an associate of a casino operator takes place in the situation existing in relation to the associate of the casino operator, the associate shall notify the Authority in writing of the change within 14 days after it takes place.

(2) Any associate of a casino operator who fails to comply with subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part thereof during which the offence continues after conviction.

On-going monitoring of associates and others

63.—(1) The Authority may, from time to time, investigate—

(a) an associate, or a person likely to become an associate, of a casino operator; or

(b) any person, body or association having a business association with a person referred to in paragraph (a).

(2) A casino operator shall notify the Authority in writing that a person is likely to become an associate as soon as practicable after the casino operator becomes aware of the likelihood.

(3) If the Authority, having regard to the matters referred to in subsection (4), determines that an associate is unsuitable to be concerned in or associated with the business of the casino operator, the Authority may, by notice in writing, require the associate to terminate the association with the casino operator.

(4) In particular, the Authority shall consider whether the associate—

(a) is of good repute, having regard to character, honesty and integrity;

(b) is of sound and stable financial background; and

(c) has any business association with any person, body or association who or which, in the opinion of the Authority, is not of good repute having regard to character, honesty and integrity or has undesirable or unsatisfactory financial resources.

(5) If the Authority determines that an associate of a casino operator has engaged or is engaging in conduct that, in the Authority’s opinion, is unacceptable for a person who is concerned in or associated with the ownership, management or operation of the business of the casino operator, the Authority may—

(a) issue a written warning to the associate that the conduct is unacceptable; or

(b) give written notice to the associate requiring the associate to give a written undertaking to the Authority, within the period specified in the notice, regarding the future conduct of the associate.

(6) If the associate fails to give an undertaking required under subsection (5)(b) or breaches an undertaking given under that subsection, the Authority may give the associate written notice requiring the associate to terminate, within 14 days or a longer period agreed with the Authority, the association with the casino operator.

(7) If the association is not terminated within 14 days from the date of the notice referred to in subsection (3) or (6) or any longer period agreed with the Authority, the Authority may, by notice in writing, direct the casino operator to take all reasonable steps to terminate the association and the casino operator shall comply with the direction within 14 days or any longer period agreed with the Authority.

(8) The Authority may—

(a) require an associate or a person likely to become an associate to consent to having his photograph, finger prints and palm prints taken; and

(b) send a copy of such photograph, finger prints and palm prints and any supporting documents to the Commissioner of Police.

(9) Any casino operator who fails to comply with subsection (2) or (7) shall be liable to disciplinary action.

Division 2—Controlled shareholdings

Application and interpretation of this Division

64.—(1) This Division shall apply to, and in relation to, all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not.

(2) In this Division, unless the context otherwise requires—

“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;

“related corporation”, in relation to a corporation, means a corporation that is deemed to be related to the first-mentioned corporation under section 6 of the Companies Act (Cap. 50);

“substantial shareholder” has the same meaning as in section 81 of the Companies Act.

(3) In this Division, a person, A, is an associate of another person, B, if—

(a) A is a spouse, a parent, remoter lineal ancestor or step-parent, a son, daughter, remoter issue, step-son or step-daughter or a brother or sister of B;

(b) A is a corporation the directors of which are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B, or where B is a corporation, of the directors of B;

(c) B is a corporation the directors of which are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A, or where A is a corporation, of the directors of A;

(d) A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

(e) B is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A;

(f) A is a related corporation of B;

(g) A is a corporation in which B, alone or together with other associates of B as described in paragraphs (b) to (f), is in a position to control not less than 20% of the votes in A;

(h) B is a corporation in which A, alone or together with other associates of A as described in paragraphs (b) to (f), is in a position to control not less than 20% of the votes in B; or

(i) A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the casino operator.

(4) For the purposes of this Division, a person has an interest in any share if—

(a) he is deemed to have an interest in that share under section 7 of the Companies Act (Cap. 50); or

(b) he otherwise has a legal or an equitable interest in that share except for such interest as is to be disregarded under section 7 of the Companies Act.

Control of substantial shareholdings in casino operator

65.—(1) No person shall, on or after the appointed day—

(a) become a substantial shareholder of a casino operator; or

(b) enter into any agreement or arrangement, whether oral or in writing and whether express or implied, to act together with any other person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation to, their interests in voting shares of an aggregate of 5% or more of the total votes attached to all voting shares in a casino operator,

without first obtaining the approval of the Minister.

(2) Subject to section 67(4), no person who—

(a) immediately before the appointed day, is a substantial shareholder of a casino operator shall continue to be such a shareholder unless he has, within 6 months after the appointed day or such longer period as the Minister may allow, applied to the Minister for approval to continue to be such a shareholder; or

(b) at any time before the appointed day, has entered into any agreement or arrangement referred to in subsection (1)(b) shall continue to be a party to such an agreement or arrangement unless he has, within 6 months after the appointed day or such longer period as the Minister may allow, applied to the Minister for approval to continue to be a party to such an agreement or arrangement.

Control of shareholdings and voting power in casino operator

66.—(1) No person shall, on or after the appointed day, become—

(a) a 12% controller;

(b) a 20% controller; or

(c) an indirect controller,

of a casino operator without first obtaining the approval of the Minister.

(2) Subject to section 67(4), no person who, immediately before the appointed day, is—

(a) a 12% controller;

(b) a 20% controller; or

(c) an indirect controller,

of a casino operator shall continue to be such a controller unless he has, within 6 months after the appointed day or such longer period as the Minister may allow, applied to the Minister for approval to continue to be such a controller.

(3) In subsections (1) and (2)—

“12% controller” means a person who, alone or together with his associates—

(a) holds or has interests in 12% or more but less than 20% of the total number of issued shares in a casino operator; or

(b) is in a position to control voting power of 12% or more but less than 20% in a casino operator;

“20% controller” means a person who, alone or together with his associates—

(a) holds or has interests in 20% or more of the total number of issued shares in a casino operator; or

(b) is in a position to control voting power of 20% or more in a casino operator;

“indirect controller” means any person, whether acting alone or together with any other person, and whether with or without holding shares or controlling voting power in a casino operator—

(a) in accordance with whose directions, instructions or wishes the directors of the casino operator are accustomed or under an obligation, whether formal or informal, to act; or

(b) who is in a position to determine the policy of the casino operator,

but does not include any person—

(i) who is a director or other officer of the casino operator whose appointment has been approved by the Authority; or

(ii) in accordance with whose directions, instructions or wishes the directors of the casino operator are accustomed to act by reason only that they act on advice given by him in his professional capacity.

(4) For the purposes of subsection (3), a reference to the control of a percentage of the voting power in a casino operator is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the casino operator.

Approval of applications

67.—(1) The Minister may, in his discretion, approve an application made by any person under section 65 or 66 if the Minister is satisfied that—

(a) the person is a suitable person to be concerned in or associated with the management and operation of a casino;

(b) having regard to the person’s likely influence, the casino operator will or will continue to conduct its business prudently and comply with the provisions of this Act; and

(c) it is in the public interest to do so.

(2) Any approval under this section may be granted to any person subject to such conditions as the Minister may determine, including but not limited to any condition—

(a) restricting the person’s disposal or further acquisition of shares or voting power in the casino operator; or

(b) restricting the person’s exercise of voting power in the casino operator.

(3) Any condition imposed under subsection (2) shall have effect notwithstanding any of the provisions of the Companies Act (Cap. 50) or anything contained in the memorandum or articles of association of the casino operator.

(4) Where the Minister disapproves an application made by any person under section 65(2) or 66(2), the person shall, within such time as the Minister may specify, take such steps as are necessary—

(a) in the case of section 65(2), to cease to be a substantial shareholder or a party to the agreement or arrangement, as the case may be;

(b) in the case of section 66(2), to cease to be —

(i) a 12% controller;

(ii) a 20% controller; or

(iii) an indirect controller,

as the case may be.

Power to exempt

68. The Minister may, by order published in the Gazette, exempt—

(a) any person or class of persons; or

(b) any class or description of shares or interests in shares,

from section 65 or 66, subject to such terms and conditions as may be specified in the order.

Objection to existing control of casino operator

69.—(1) The Minister may serve a written notice of objection on any person referred to in section 65 or 66 if the Minister is satisfied that—

(a) any condition of approval imposed on the person under section 67(2) has not been complied with;

(b) the person ceases to be a suitable person to be concerned in or associated with the management and operation of a casino;

(c) having regard to the person’s likely influence, the casino operator is no longer likely to conduct its business prudently or to comply with the provisions of this Act;

(d) it is no longer in the public interest to allow the person to continue to be a party to the agreement or arrangement described in section 65(1)(b) or (2)(b), or to continue to be a substantial shareholder, a 12% controller, a 20% controller or an indirect controller, as the case may be;

(e) the person has furnished false or misleading information or documents in connection with an application under section 65 or 66; or

(f) he would not have granted his approval under section 67 had he been aware, at that time, of circumstances relevant to the person’s application for such approval.

(2) Before the service of a written notice of objection, the Minister shall, unless he decides that it is not practicable or desirable to do so, cause to be given to the person concerned notice in writing of his intention to serve the written notice of objection, specifying a date by which the person may make written representations with regard to the proposed written notice of objection.

(3) Upon receipt of any written representations, the Minister shall consider them for the purpose of determining whether to issue a written notice of objection.

(4) The Minister shall, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection shall—

(a) take such steps as are necessary to ensure that he ceases to be a party to the agreement or arrangement described in section 65(1)(b) or (2)(b), or ceases to be a substantial shareholder, a 12% controller, a 20% controller or an indirect controller as defined in section 66(3), as the case may be; or

(b) comply with such direction or directions as the Minister may make under section 70.

(5) Any person served with a notice of objection under this section shall comply with the notice.

Power to make directions

70.—(1) Without prejudice to section 71, if the Minister is satisfied that any person has contravened section 65, 66, 67(4) or 69(5) or has failed to comply with any condition imposed under section 67(2), or if the Minister has served a written notice of objection under section 69, the Minister may, by notice in writing—

(a) direct the transfer or disposal of all or any of the shares in the casino operator held by the person or any of his associates (referred to in this section as the specified shares) within such time or subject to such conditions as the Minister considers appropriate;

(b) restrict the transfer or disposal of the specified shares; or

(c) make such other direction as the Minister considers appropriate.

(2) Any person to whom a notice is given under subsection (1) shall comply with such direction or directions as may be specified in the notice.

(3) In the case of any direction made under subsection (1)(a) or (b), until a transfer or disposal is effected in accordance with the direction or until the restriction on the transfer or disposal is removed, as the case may be, notwithstanding any of the provisions of the Companies Act (Cap. 50) or anything contained in the memorandum or articles of association of the casino operator—

(a) no voting rights shall be exercisable in respect of the specified shares unless the Minister expressly permits such rights to be exercised;

(b) no shares of the casino operator shall be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares unless the Minister expressly permits such issue or offer; and

(c) except in a liquidation of the casino operator, no payment shall be made by the casino operator of any amount (whether by way of dividends or otherwise) in respect of the specified shares unless the Minister expressly permits such payment.

Offences, penalties and defences

71.—(1) Any person who contravenes section 65, 66(1)(a) or (2)(a) or 67(4)(a) or (b)(i) shall be guilty of an offence and shall be liable on conviction —

(a) in the case of an individual, to a fine not exceeding $125,000 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction; or

(b) in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.

(2) Any person who contravenes section 66(1)(b) or (c), (2)(b) or (c), 67(4)(b)(ii) or (iii), 69(5) or 70(2), or who fails to comply with any condition imposed under section 67(2), shall be guilty of an offence and shall be liable on conviction—

(a) in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction; or

(b) in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.

(3) Where a person is charged with an offence in respect of a contravention of section 65 or 66, it shall be a defence for the person to prove that—

(a) he was not aware that he had contravened section 65 or 66, as the case may be; and

(b) he has, within 14 days of becoming aware that he had contravened section 65 or 66, as the case may be, notified the Minister of the contravention and, within such time as may be determined by the Minister, taken such actions in relation to his shareholding or control of the voting power in the casino operator as the Minister may direct.

(4) Where a person is charged with an offence in respect of a contravention of section 66(1), it shall also be a defence for the person to prove that, even though he was aware of the contravention—

(a) the contravention occurred as a result of an increase in the shareholding of, or in the voting power controlled by, any of his associates;

(b) he has no agreement or arrangement, whether oral or in writing and whether express or implied, with that associate with respect to the acquisition, holding or disposal of shares or other interests in, or under which they act together in exercising their voting power in relation to the casino operator; and

(c) he has, within 14 days of the date of the contravention, notified the Minister of the contravention and, within such time as may be determined by the Minister, taken such action in relation to his shareholding or control of the voting power in the casino operator as the Minister may direct.

(5) Except as provided in subsections (3) and (4), it shall not be a defence for a person charged with an offence in respect of a contravention of section 65 or 66 to prove that he did not intend to or did not knowingly contravene section 65 or 66, as the case may be.

Division 3—Contracts

Application of this Division and meaning of “controlled contract”

72.—(1) In this Division—

“contract” includes any kind of agreement or arrangement;

“controlled contract”, in relation to a casino operator, means a contract that relates wholly or partly to the supply of goods or services for the operations of the casino or to any other matter that is prescribed as a controlled matter for the purposes of this definition, a contract above a prescribed value or any class of contract prescribed as a controlled contract for the purposes of this definition, but does not include a contract that relates solely to—

(a) the construction of the casino premises;

(b) any other class of matter prescribed as not being controlled matter for the purposes of this definition;

(c) a class of contract of a kind approved under subsection (2); or

(d) any other class of contract prescribed as not being a controlled contract for the purposes of this definition.

(2) The Authority may, by notice in writing given to the casino operator, approve an agreement or arrangement with a specified person for the supply of specified goods or services as an agreement or arrangement that is not a contract to which this Division applies.

(3) The Authority may, by notice in writing given to the casino operator, exempt the casino operator from any of the requirements or provisions of this Division that are specified in the notice in relation to contracts if the Authority is satisfied that the system of internal controls and administrative and accounting procedures approved by the Authority under section 138 in relation to the casino operator adequately provide for compliance with this Division.

(4) The notice under subsection (3) may specify that it applies to contracts generally or to the classes of contracts specified in the notice.

Requirements for controlled contracts

73.—(1) A casino operator shall not enter into or be a party to, or to the variation of, a contract that is a controlled contract in relation to that casino operator unless—

(a) the casino operator has given notice in writing to the Authority of the details of the proposed contract or variation at least 28 days (or any shorter period approved by the Authority in a particular case or in respect of a particular class of contract) before entering into or becoming a party to it; and

(b) the Authority has not, within that period, given notice in writing to the casino operator that the Authority objects to the proposed contract or requires further time, the further period to be specified in the notice, to conduct its investigations.

(2) If the Authority notifies the casino operator that it requires further time to conduct its investigations, the casino operator shall not enter into the contract until the expiration of the period specified in the notice.

(3) If the Authority notifies the casino operator that it objects to the proposed contract, the casino operator shall not enter into the contract.

(4) The Authority may object to a proposed contract if, having regard to the circumstances, including the suitability of each party to the contract, it considers that the contract will affect the credibility, integrity and stability of casino operations.

(5) Any casino operator who contravenes subsection (1), (2) or (3) shall be liable to disciplinary action.

Notice to be given of certain contracts

74. If—

(a) a casino operator enters into a prescribed contract relating solely to a class of matter or class of contract specified by the Authority under section 72 as not being controlled matter or a controlled contract; or

(b) any such contract is varied,

the casino operator shall, within 14 days of entering into the prescribed contract or the variation, as the case may be, give notice in writing to the Authority of that fact and brief particulars of the contract or variation.

Parties to contract to provide information

75. The Authority may, by notice in writing, require any party to a controlled contract or a prescribed contract under section 74 to provide such information as the Authority may require, and section 60 shall apply to that party in the same manner as section 60 applies to a casino operator.

Notice to show cause why controlled contract should not be terminated

76.—(1) The Authority may serve on each party to a controlled contract a notice in writing affording the party an opportunity to show cause within 14 days why the contract should not be terminated on the ground that, for reasons specified in the notice, the continuance of the contract affects the credibility, integrity and stability of casino operations.

(2) The person may, within the period specified in the notice in subsection (1), arrange with the Authority for the making of submissions as to why the contract should not be terminated.

(3) After considering any submissions so made, the Authority may, by notice in writing served on each party to the contract, require the contract to be terminated within a time specified in the notice.

(4) If the contract is not terminated as required by the notice under subsection (3), it is deemed to be terminated by this Act upon expiry of the period specified in the notice.

Effect of termination of controlled contract

77. If a controlled contract is terminated or deemed to be terminated in accordance with section 76 —

(a) the termination does not affect a right acquired, or a liability incurred, before that termination by a person who was a party to the contract;

(b) no liability for breach of contract is incurred by a person who was a party to the contract by reason only of that termination; and

(c) the Authority does not incur any liability by reason of that termination.

No effect to be given to terminated contract

78.—(1) A party to a contract terminated or deemed to be terminated in accordance with section 76 shall not give any effect to any part of the contract.

(2) Any casino operator who contravenes subsection (1) shall be liable to disciplinary action.

(3) Any person (other than a casino operator) who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.