Directions to Licensed Casino Operators Internal Controls, and Administrative and Accounting Procedures Pursuant to section 70 (1) of the Casino Control Act 1990, the Casino Control Authority hereby gives to: (1) Aspinall (NZ) Limited, and (2) Harrah's New Zealand Inc. directions as set out in the Schedule to this notice. Dated 17 May 1996. Signed on behalf of the Authority: R. M. IRVINE, Chairperson. Schedule Table of Contents Section 1. Commencement, variation, and cancellation 2. Application 3. Construction 4. Interpretation 5. Approved internal control system to be implemented 6. Content of approved internal control system 7. Changes to approved internal control system 8. Provisional approval 9. Delegation 1. Commencement, variation, and cancellation (1) These directions shall come into force on 31 May 1996. (2) The Authority may add to, substitute for, cancel, or vary all or any of the provisions of these directions pursuant to the provisions of section 70 of the Act. 2. Application These directions apply to and in relation to the operation of: (a) the casino at 3038 Victoria Street, Christchurch by Aspinall (NZ) Limited; and (b) the casino at the property bounded by Hobson Street, Wellesley Street West, Federal Street and Victoria Street West, Auckland by Harrahs New Zealand Inc.. 3. Construction (1) Nothing contained in these directions shall be so construed as to conflict with any provision of the Act or of any other applicable Act. (2) If any provision of these directions is inconsistent with a provision of the Act or of any other applicable Act: (a) the provision of the Act or other Act (as the case may be) prevails; and (b) the application of these directions in relation to the casino licensee and the casino is modified accordingly. (3) If any provision of these directions, or the application thereof to any person or circumstance, is held to be invalid, that holding shall not be construed so as to affect, impair, or invalidate any of the other provisions of these directions, or the application of the provision held to be invalid to any other person or circumstances, but shall be confined in its operation to the provision directly involved in the holding or the circumstances involved therein. (4) In these directions, power given to do any act or thing, or submit to any act or thing, is capable of being exercised from time to time, as the occasion may require, unless the nature of the words used or of the thing itself indicates a contrary intention. 4. Interpretation (1) In these directions, unless the context otherwise requires: (a) words and expressions used that are defined in the Casino Control Act 1990 shall have the same meaning as in the Act; and (b) the following words and expressions shall have the following meanings: ``the Act'' means the Casino Control Act 1990; ``Approved internal control system'', in relation to a casino or a casino licensee, means the system of internal controls and administrative and accounting procedures approved (whether provisionally or otherwise) for the time being under these directions in relation to the casino operated by the casino licensee; ``Authority'' means the Casino Control Authority established by section 7 of the Act; ``Casino'' means: (i) in relation to Aspinall (NZ) Limited, the licensed casino operated by it on the casino premises at 3038 Victoria Street, Christchurch, and (ii) in relation to Harrah's New Zealand Inc., the licensed casino operated by it on the casino premises at the property bounded by Hobson Street, Wellesley Street West, Federal Street and Victoria Street West, Auckland; ``Casino employee'' means any person acting in relation to the operation of the casino as an employee or agent on behalf of, or subject to the control of, the casino licensee; ``Casino licensee'' means: (i) in relation to the licensed casino operated on the casino premises at 3038 Victoria Street, Christchurch, Aspinall (NZ) Limited, and (ii) in relation to the licensed casino operated on the casino premises at the property bounded by Hobson Street, Wellesley Street West, Federal Street and Victoria Street West, Auckland, Harrah's New Zealand Inc.; ``Employee'' includes any natural person engaged under a contract for services; ``Gaming equipment'' means any device or other thing (other than chips) used, or capable of being used, for or in connection with gaming; ``Member'' means a member of the Authority; and ``Person'' includes a corporation sole, and also a body of persons, whether incorporated or unincorporated. (2) In these directions, unless the context otherwise requires, a reference to: (a) an Act is a reference to an Act of New Zealand; (b) an Act, whether by name or otherwise, includes the amendments to the Act for the time being in force, and also any Act passed in substitution therefor or in lieu thereof, and the rules, regulations and by-laws for the time being in force thereunder; (c) a subsection is to a subsection of the section in which the reference occurs; (d) a function includes a reference to a power, an authority and a duty; and (e) the exercise of a function includes, where the function is a duty, a reference to the performance of the duty. (3) In these directions, unless the context otherwise requires, words importing the singular number include the plural number, and vice versa. 5. Approved internal control system to be implemented (1) The casino licensee shall not conduct operations in the casino unless the Authority has approved a system of internal controls and administrative and accounting procedures for the casino. (2) Any such system may be amended, as the Authority thinks fit, in accordance with the provisions of these directions. (3) An approval granted under this section to an internal control system takes effect when notice of it is given in writing to the casino licensee concerned, or on such later date as is specified in the notice. (4) The casino licensee shall ensure that: (a) the casino is at all times operated in accordance with the approved internal control system for the casino; and (b) all casino employees are made aware of, and comply with, those provisions of the approved internal control system relating to their specific functions in, or in relation to, the casino. 6. Content of approved internal control system (1) An approved internal control system shall include, but is not limited to, details of the following: (a) job descriptions, the system of organising personnel, and the chain of command authority, such as to establish diversity of responsibility among employees engaged in casino operations and identification of primary and secondary supervisory positions for areas of responsibility, which areas shall not be so extensive as to be impractical for an individual to supervise effectively; (b) procedures for the conduct and playing of games; (c) procedures for the receipt, storage, recording, and disbursement of chips, cash and cash equivalents, the redemption of chips and vouchers, and the recording of all transactions pertaining to gaming and gaming-related operations; (d) procedures for the collection, transfer, and security of money, chips, vouchers, and other money's worth pertaining to gaming and gaming- related operations; (e) procedures and security for the collection, counting, and recording of revenue and assets; (f) procedures for the use of forms and documents pertaining to gaming and gaming-related operations; (g) procedures for the purpose of safeguarding assets and enhancing the reliability of financial records relating to the operation of the casino; (h) procedures and standards for the maintenance, security, storage, and movement of gaming equipment; (i) procedures for the use of security and surveillance facilities, including access systems and closed circuit television systems; and (j) procedures for the utilisation of security personnel within the casino. (2) For the purposes of an approval, or amendment of an approval, of an internal control system, controls and procedures shall be described in writing, in such manner and detail as the Authority may approve or require. 7. Changes to approved internal control system (1) The casino licensee shall not alter the approved internal control system unless and until such alteration is approved by the Authority. (2) An approved internal control system may be amended by being substituted, varied, revoked, or added to. (3) An amendment may be proposed: (a) by the casino licensee concerned, pursuant to subsection (4); or (b) by the Authority, pursuant to subsection (6). (4) The casino licensee may apply to the Authority for approval to amend the provisions of the approved internal control system, by applying to the Authority in writing setting out the amendment proposed and such other particulars as the Authority may require. The application shall contain or be accompanied by such additional information as the Authority may request, and be supported by such further information as the Authority may require. (5) The Authority may, in its discretion, grant, either wholly or in part, or refuse to grant, any application for approval made pursuant to subsection (4). An approval granted under this subsection to an amendment to an approved internal control system takes effect when notice of the approval is given in writing to the casino licensee concerned, or on such later date as is specified in the notice. (6) If the Authority considers it appropriate, the Authority may, after consultation with the casino licensee, by notice in writing to the casino licensee concerned, require such amendments to the approved internal control system as may be specified in the notice. (7) Unless the casino licensee disputes the reasonableness of any requirement of a notice given by the Authority pursuant to subsection (6), the casino licensee shall comply with and give effect to the requirements of the notice. (8) If the casino licensee disputes the reasonableness of any requirement of a notice given by the Authority pursuant to subsection (6), the casino licensee may make submissions in writing to the Authority in relation to the matter, within such period as the Authority may allow. (9) Having considered the submissions made pursuant to subsection (8), the Authority may: (a) decide that the proposed amendment should be made, either with or without changes from that originally proposed, in which event the casino licensee shall forthwith comply with the decision of the Authority; or (b) decide that the proposed amendment should not be made. 8. Provisional approval (1) The Authority may, pending a decision on an application by a casino licensee for approval of a proposed internal control system or amendment to an approved internal control system, grant to the casino licensee concerned a provisional approval. (2) A provisional approval granted under this section is subject to any conditions of which the casino licensee concerned is notified by the Authority when the approval is issued. (3) A provisional approval may be cancelled by the Authority at any time and, unless sooner cancelled or surrendered, ceases to have effect upon the approval or refusal of the casino licensee's substantive application for approval. 9. Delegation (1) The Authority may, by resolution, delegate the exercise of all or any of its functions under these directions, except this power of delegation: (a) to a member or committee of the Authority; or (b) to an employee of the Authority; (c) to the holder of an office with the Authority, specifying the office but without naming the holder; or (d) to any combination of the foregoing. (2) A delegation under this section: (a) may be made subject to such conditions as the Authority thinks fit, and may be made either generally or in relation to any particular case; (b) may at any time be revoked, wholly or in part, or varied by the Authority; (c) shall, until it is revoked, continue in force according to its tenor; and (d) shall not prevent or prejudice the exercise of any function by the Authority. (3) The Authority may make such and so many delegations under this section, and to such number of delegates, as it considers necessary or desirable. (4) A function delegated by the Authority under this section shall be exercised by the delegate in accordance with the instrument of delegation, and when so exercised shall, for the purposes of these directions, be deemed to have been exercised by the Authority and shall be presumed, unless the contrary is established, to have been exercised by a person duly authorised by a delegation under this section. (5) Where a function is delegated that involves the exercise of a discretion which would be dependent upon an opinion or state of mind and that discretion is vested in the Authority, the discretion may be exercised by the delegate, pursuant to his or her own opinion or state of mind, unless the power to do so is limited by the terms of the instrument of delegation. (6) In exercising a function delegated under this section, a delegate may refer any issue arising in the course of the exercise of the function to the Authority for its determination.