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BOARD OF DIRECTORS MEETINGMandarin Oriental Las Vegas
ELECTION NIGHT RECEPTIONTuesday, November 8, 2016 5:30–8:00 p.m. Emperor Suite
MEETINGWednesday, November 9, 2016 8:00–8:30 a.m. Breakfast 8:30 a.m.–Noon Meeting Oriental Ballroom C
Introductory Letter
Agenda
Strategic Priorities
Media Coverage
Legal and Financial
CONFIDENTIAL
1 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
CONFIDENTIAL
CONTENTS
INTRODUCTORY LETTER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
AGENDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
STRATEGIC PRIORITIES AND POLICY PLATFORM . . . . . . . . . . . 4
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS . . . . . . . . . . 5
Boosting Image and Protecting Industry from Harm . . . . . . . . . . . . . . . . . 5
Uniting the Casino Gaming Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
SPEAKER BIOGRAPHIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Julie Brill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
Paul Hicks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
MEDIA COVERAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Get to Know Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
Illegal Gambling/Sports Betting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
20Global Gaming Expo (G2E) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Next Generation Gaming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Champion Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
LEGAL AND FINANCIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
Antitrust Compliance Policy and Guidelines . . . . . . . . . . . . . . . . . . . . . . . .21
Appendices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
23
Spring Meeting Minutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Record Retention Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Whistleblower Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Statement of Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
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2 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
CONFIDENTIAL
November 2, 2016
Dear Board of Directors,
Welcome to our Fall board meeting of 2016. This year, we have produced considerable achievements aligned with our strategic goals, including:
• Developing new champions of gaming;
• Protecting industry from harm;
• Driving critical gaming research;
• Paving the way for a new approach to sports betting; and
• Further unifying the gaming industry.
Please find a summary of these accomplishments and of news coverage within this electronic board book. As standard with every meeting, we will make the best use of your limited time by enclosing many of the staff reports and informative background material leading up to the meeting within this briefing book.
Our Fall meeting will offer the opportunity for you to:
• Build stronger professional relationships;
• Engage in thoughtful discussions that will help form the association’s future focus and the industry’s long-term opportunities and challenges; and
• Hear from third-party experts to help inform the board on topics including sports betting, resort fees and responsible gaming.
Thank you for your participation, engagement and support.
Sincerely,
Geoff Freeman President and CEO
INTRODUCTORY LETTER
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3 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
CONFIDENTIAL
MEETING DETAILS • WEDNESDAY, NOVEMBER 9 • 8:00 A.M.–NOON PST • ORIENTAL BALLROOM C
8:00–8:30 a.m Breakfast
8:30–8:40 a.m. Chairman’s Welcome Jim Murren, chairman
8:40–9:15 a.m. President’s Report Geoff Freeman, president and CEO
9:15–9:50 a.m. AGA Advocacy Platform: Next Generation Gaming Sara Rayme, senior vice president of public affairs
9:50–10:20 a.m. Retail Gaming and the Role of the Casino Gaming Industry Geoff Freeman, president and CEO
10:20–10:30 a.m. BREAK
10:30–10:45 a.m. Get to Know Gaming: Developing Champions Across the U.S. Whitaker Askew, vice president of government relations
10:45–11:25 a.m. 2017 Sports Betting Campaign Sara Rayme, senior vice president of public affairs Paul Hicks, managing director, The Glover Park Group
11:25–11:45 a.m. AGA 2020: Strategic Plan Development Geoff Freeman, president and CEO
Noon Adjournment
AGENDA
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AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA4BACK TO TABLE OF CONTENTS
The AGA has an aggressive agenda lined up for 2016 that will continue to coalesce the industry on issues of
common cause. AGA priorities will center on:
Continuing to protect and shape a positive and compelling image of the casino gaming industry as a means of garnering support for a more favorable policy environment.
Convening and uniting the totality of casino gaming around common cause issues as a means of building greater industry clout and shared commitment to outcomes.
Removing public policy barriers to innovation and empowering the gaming industry to provide next-generation experiences to our customers.
STRATEGIC PRIORITIES
For more information visit AmericanGaming.org
POLICY PLATFORM
NEXT GENERATION GAMING
Today’s policies will not enable the industry to get to where it needs to be in order to meet consumers’ changing demands and to address today’s competitive market realities. AGA will issue a framework for “Next Generation Policy” principles that streamline regulations, remove barriers to innovation and allow regulators to be more nimble
ILLEGAL GAMBLING
The AGA will also support Ancillary Business Issues, including those related to Business Competitiveness, Labor and Employment and Travel.
IMAGE INDUSTRY INNOVATION
AGA will be the pre-eminent leader on tackling illegal gambling and develop national, state and local opportunities for action and engagement. The AGA will commission authoritative research on all forms of illegal gambling and strengthen partnerships with elected officials, law enforcement and regulators to combat this national problem that’s siphoning tax revenues from state and localities, and tarnishing our highly regulated industry’s reputation.
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AGA will continue to be a leading advocate for the industry by demonstrating gaming’s commitment to a culture of compliance. AGA will seize opportunities to lead productive discussions with the U.S. Department of Treasury’s Financial Crimes Enforcement Network and others to ensure the gaming industry is fairly regulated.
TRIBAL GAMING
AGA will drive consensus around common cause issues that impact Tribal and commercial casinos, and suppliers. With a unified voice, AGA will consider modernization of policies around off-reservation gaming and lead an enhanced process that provides clarity, transparency and greater bright-line standards, ensuring stability for the industry.
5 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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BOOSTING IMAGE AND PROTECTING INDUSTRY FROM HARM
GET TO KNOW GAMING
SUMMARY
AGA’s ongoing public affairs campaign — Get to Know Gaming — is the industry’s most aggres-sive effort ever to promote the value of gaming, combat outdated stereotypes and pave the way for gaming’s next generation.
Through the campaign, the AGA is telling the story of gaming’s impact on communities across the country through cutting-edge communica-tions to inform policymakers, opinion leaders and other key influencers. “Get to Know Gaming” is highlighting the industry’s trusted partnership with community leaders, law enforcement, small businesses and the nearly one million Americans it employs.
RECENT DEVELOPMENTS
• Released 2016 State of the States.Demonstrating the continued growth of theindustry as the nation recovers from itslongest recession in 70 years.
• Highlighted the mainstreaming of the industryat the Las Vegas Presidential debate with anOp-Ed in the Las Vegas Review Journal.
• Leveraged the Republican and DemocraticNational Conventions, held in Cleveland andPhiladelphia, respectively, by highlightinggaming’s positive economic contributions tothose communities and states.
• Through our Get to Know Gaming initiative,AGA united our members and the broadergaming industry in:
– Pittsburgh: Touted the community development and positive economic impact of gaming in Pittsburgh at an April Gaming Votes roundtable event. The event, held at Rivers Casino, came in the wake of an unprecedented proposal by Pennsylvania Governor Tom Wolf to tax casino promotional credits — the equivalent of grocery store coupons.
– Detroit: A roundtable discussion highlighted how gaming helped drive the city’s resurgence. The city’s three casinos — MGM Grand Detroit, MotorCity Casino-Hotel and Greektown Casino-Hotel — participated in the event, reaffirming the decision of voters 20 years ago by delivering good jobs, unmatched tax revenue and valued community partnership.
– Biloxi, Miss.: Held a Get to Know Gaming event in Biloxi where casino and community leaders helped tout the economic and community benefits gaming has had in the Gulf Coast and across the state. The event drew nearly 100 gaming, state and local government and community and business leaders. Mississippi’s casinos are set to reach $6.5 billion in gaming tax revenue by the industry’s 25th anniversary in 2017 and industry leaders agree the next opportunity for growth could be through sports betting. AGA united property leaders from Boyd Gaming’s IP Casino Resort Spa, MGM Resorts International’s Beau Rivage Resort & Casino, Caesars Entertainment’s Harrah’s Gulf Coast and Penn National Gaming’s Boomtown Casino.
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS
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6 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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– St. Louis, MO: Convened the industry in St. Louis where members from Pinnacle, Penn National Gaming and Isle of Capri highlighted the tens of thousands of workers whose jobs depend on gaming and who will vote in November. The roundtable event featured gaming executives, St. Louis-area business and community leaders and state and local elected officials who noted the $8 billion in tax and admission revenue generated by the industry since the first casino’s doors opened in the state in 1994.
– Philadelphia: The roundtable featured Congressman Pat Meehan (R-PA-07); Wendy Hamilton, general manager of SugarHouse Casino; Marc Oppenheimer, chief marketing officer, Parx Casino; Richard F. Levins, VP and deputy general counsel, PA Markets, Independence Blue Cross; and Julie Coker Graham, president and CEO, Philadelphia Convention & Visitors Bureau. The discussion was moderated by Stephen Mullin, president and principal, Econsult Solutions. Participants discussed the industry’s contributions to programs that support education, veterans, employee growth, sustainability, the arts and more. Others who attended the event included local elected officials, community leaders and industry employees who know firsthand the industry’s commitment to job training and placement, charitable giving and community stewardship.
NEXT STEPS
• Hold more on-the-ground events withmembers of Congress, community andbusiness leaders and gaming employees thatshine a spotlight on AGA members and theirproperties across the country.
• Release authoritative research that shows thatpublic safety improves when a casino opens ina community. This will empower the industry topush back against outdated stereotypes thatsuggest crime skyrockets in areas around casinos.
• Conduct compelling research showing thatsmall businesses benefit from casinosoperating in a community. This will arm theindustry with data to combat negativeperceptions about casinos harming smallbusinesses when we enter a community.
CHAMPION DEVELOPMENT
SUMMARY
After holding public events over the last two years with members of Congress in targeted gaming jurisdictions, the AGA continues building a deeper bench of congressional allies — a critical priority as changes in congressional leadership unfold. AGA’s congressional champion development efforts focus on four strategic pillars: inform; expose; elevate; and support.
Our strategy to cultivate champions in gaming states includes:
• In-district engagement;
• Highlighting diversity and inclusion;
• Driving research and education; and
• PAC and political collaboration across ourindustry.
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS (CONTINUED)
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7 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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RECENT DEVELOPMENTS
• Adding to last year’s in-district success, this year AGA hosted five “Get To Know Gaming” economic forums with members of Congress and state elected officials. Congresswoman Brenda Lawrence (D-MI), who participated in the Detroit Get to Know Gaming event, praised the industry’s dedication to skilled workers and its philanthropic efforts in the city, while Congressman Pat Meehan (R-PA) touted gaming’s commitment to economic and community growth.
• Kicked off a new series called “Congressional Spotlight” which highlights bipartisan members of Congress who are proud to represent districts with gaming. Editions featured Congressman Charles Boustany (R-LA); Philadelphia-area Rep. Bob Brady (D-PA), who partnered with AGA for an event at Sugarhouse Casino during the Democratic National Convention; Rep. Brenda Lawrence (D-MI), Rep. Steven Palazzo (R-MS), Rep. Rod Blum (R-IA) and Rep. Joyce Beatty (D-OH).
• Partnered with Caesars Entertainment/Harrah’s New Orleans to host Reps. Cedric Richmond (D-LA) and Charles Boustany (R-LA) for facility tours and presentations on community, economic and diversity/inclusion efforts. Also co-hosted respective fundraising events with gaming representatives from across Louisiana.
• Sponsored the Congressional Black Caucus (CBC) Institute Policy Conference in Tunica, Miss. where MGM Resorts International, Caesars Entertainment, Boyd Gaming and Isle of Capri joined together to support. AGA also
hosted a hospitality reception with multiple CBC Gaming Task Force members during the conference and shared a diversity and inclusion industry fact sheet during the reception.
• Furthered the gaming industry’s leadership on diversity employment by becoming the first Washington trade association to partner with the Congressional Black Caucus on its competitive “Pathways to the C-Suite” internship program, which will give the intern an opportunity to experience how public policy is influenced and developed at every level of the process.
• Led AGA member collaboration on political engagement through the AGA PAC, which has successfully raised more individual contributions from industry leaders than ever before, utilizing those critical resources to support priority members of Congress within the champion development initiative. In one year AGA PAC has grown nearly 50 percent, and increased its support of bipartisan federal candidates by nearly 38 percent.
NEXT STEPS
AGA’s foundation to identify, cultivate and develop congressional champions is stronger than ever before. There is no limit to the number of allies gaming can have and AGA will continue active engagement in gaming states to ensure members of Congress who represent gaming also understand and support our industry. To that end, our 2017 strategy includes a combination of research, political engagement, consistent communication, event support and a commitment to long-term partnerships.
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS (CONTINUED)
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8 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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SPORTS BETTING
SUMMARY
AGA’s sports betting campaign in 2016 has featured robust research, aggressive communica-tions and significant partnerships from a variety of voices with interest in sports betting, including gaming leaders, law enforcement officials, regu-lators, legislators and professional sports leagues.
RECENT DEVELOPMENTS
• Promptly addressed NFL CommissionerRoger Goodell’s comments about the league“evolving” on gaming but citing concernsabout sports betting and game integrity. AGAresponded by saying, “Nothing threatens theintegrity of sports more than a thriving andopaque sports betting black market where thebettors and those taking the bets hide in theshadows.”
• Leveraged the NHL’s announcement that itwill expand to Las Vegas to advance thesports betting campaign by highlighting howlong-held views among sports leagues arerapidly changing — and why that’s good forthe gaming industry.
• Conducted research with Nielsen Sports thatdemonstrates the significant businessrelationships that already exist betweengaming companies and professional sportsteams, mainly through sponsorship andadvertising deals. A representative fromNielsen presented the research to the SportsBetting Task Force, which convened viateleconference on June 28. The research willhelp AGA build a diverse sports bettingcoalition that includes professional sportsleagues and players’ unions.
• Despite the U.S. appeals court denying NewJersey’s attempt to bring legalized sportsbetting to its casinos, we continuedemonstrating real momentum for change.Our aggressive communications pointing tothe illegal market created by a failed law andthe growing number of leaders in sports, lawenforcement and state and local governmentwas noted by ESPN and The New York Times,shortly after the court ruled.
• Announced NBA Commissioner EmeritusDavid Stern as a featured G2E speaker asreported by ESPN and the Las Vegas Review-
Journal. Stern led a conversation about thefuture of sports betting and its impact onmajor professional sports, as well as how theNBA’s expansion parallels the casino gamingindustry.
• Highlighted once again the growing popularityof sports betting as more than $1 billion will bewagered — both legally and illegally — on theSummer Olympic Games, and, for the firsttime in 16 years, that Nevada sports books areaccepting bets on the Games in Brazil.
• The popular annual tech conference South bySouthwest announced that it is including thetopic of sports betting in its 2017 conference.The public is voted overwhelmingly for thepanel, “Sports Betting: No Longer Taboo forLeagues?”
NEXT STEPS
AGA will continue to highlight the vast illegal sports betting market, release timely research around sporting events and hold private conver-sations with key stakeholders in anticipation of announcing a broad coalition early next year that will pursue the repeal of the Professional and Amateur Sports Protection Act.
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS (CONTINUED)
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9 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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NEXT GENERATION GAMING
SUMMARY
AGA has launched a new initiative to foster a state policy and regulatory environment that enables industry innovation, reinvestment and growth. AGA’s NextGen Policy & Regulatory Initiative (NGI) will promote common-sense state policy and regulatory reforms in key states over the coming months.
RECENT DEVELOPMENTS
• AGA convened a meeting for its NextGeneration Gaming Working Group at G2E todiscuss our NGI strategy and to identifypolicies and practices that are ripe for reform.We welcomed participants to the meetingfrom IAGA, AGEM and UNLV to ensure we arealigned and amplifying each other’s efforts.
• The Working Group has identified near-termpriority reforms intended to streamline thelicensing process. In the coming months, AGAwill be examining regulatory requirementsrelated to in-person interviews, fingerprintingand background checks to determine whereeffective reforms can be quickly implemented.
• For the second year, AGA also hosted ourpopular Regulator Roundtable at G2E. Nearly30 current and former regulators joined AGAmembers in a robust discussion on thecomplex state regulatory environment andhow to drive change. Following the regulator-industry session, regulators met in closed-session. AGA is identifying a regulator partnerto help lead future convenings of this group.
• G2E also featured sessions related toinnovation and regulation. The sessions
– Highlighted new games emerging in theU.S. Market;
– Compared how international jurisdictions handle existing, pending and potential legal and regulatory issues; and
– Explored how new payment technologies may change the way gaming customers pay to play.
• Louisiana has launched a task force to reviewits 25-year-old Riverboat Casino Gamingregulations and Ronnie Jones, Chairman ofthe LA Gaming Control Board, has invitedGeoff Freeman to testify at a public hearing inearly 2017. The hearing provides AGA anopportunity to encourage state policymakersand regulators to implement rules that aremore nimble and can keep pace with the speedof consumer demand and industry change.
NEXT STEPS
In 2017, AGA will commission research examining emerging areas and highlighting the need for policy and regulatory reforms. AGA will also prioritize jurisdictions and begin to schedule forums to brief regulators on concerns, present reasonable solutions and push for adoption of our priorities. Finally, in addition to initiating thoughtful discussion, we will support member company efforts to drive broader policy and regulatory changes that ensure a more competi-tive environment for the future.
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS (CONTINUED)
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10 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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RESPONSIBLE GAMING
SUMMARY
Across all gaming jurisdictions as well as those that are contemplating gaming legalization or expansion, responsible gaming remains a critical policy issue. AGA aims to have an authoritative voice and is seeking to achieve the following:
• Elevate responsible gaming as a key priorityfor the industry;
• Solidify AGA as the leading industry advocateon responsible gaming issues; and
• Shape policies more favorable to innovationand consumer protection.
RECENT DEVELOPMENTS
• Released AGA’s Responsible Gaming Statutes
and Regulations, to member companyrepresentatives and other key stakeholders.
• Advanced AGA’s responsible gaming initiativethrough an enhanced Responsible GamingEducation Week (RGEW), which unifiedindustry efforts on this important issue,including the following activities:
– Issued an industry-wide message withAGA, NIGA and AGEM; highlighting the industry commitment to responsible gaming;
– Distributed enhanced toolkit materials for casinos and corporate members to utilize in recognition of RGEW;
– Created new member spotlight to feature AGA members’ year-round recognition of responsible gaming; and
– For the first time, lotteries also became more actively involved in RGEW, including Kentucky, Indiana, Maryland and Connecticut.
NEXT STEPS
• Commission authoritative research to:
– Increase awareness and value ofresponsible gaming investments and impact;
– Prioritize regulatory positions, potential actions and awareness campaigns; and
– Enable future creation of leading practices.
• Release modernized Code of Conduct forResponsible Gaming;
• Release new industry resources aligned withgame developments, such as skill-based games.
SUMMARY
The U.S. Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) contin-ues to focus on the U.S. casino industry, where casinos qualify as “non-bank financial institu-tions,” and are mandated to comply with the U.S. Bank Secrecy Act (BSA).
The AGA continues to lead productive industry dialogue and engagement with FinCEN and other federal authorities with oversight of anti-money laundering (AML) matters, including representatives with the Treasury, IRS, the U.S. State Department and the Secret Service as well as federal U.S. Prosecutors.
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS (CONTINUED)
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11 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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RECENT DEVELOPMENTS
• Create forum for industry leaders to meetwith senior U.S. Attorney from the SouthernDistrict of New York regarding key andemerging AML issues:
– Including personal liability for AMLweaknesses;
– Value of gaming industry BSA reports; and
– Feedback from law enforcement regarding criminal trends and typologies taking place within the casino industry.
• Working in coordination with members of theBSA Working Group, submitted officialcomments on behalf of AGA members andthe industry, including:
– State regulatory proposals that wouldcreate new reporting requirements for the industry that conflict with federal BSA reporting and create operational burdens on the industry; and
– Comments on FinCEN’s proposed changes to Currency Transaction Reports (CTRs) to ensure that industry interests are presented and considered.
• Upon the news of FinCEN Director JenniferShasky Calvery’s departure to HSBC,highlighted gaming’s strong commitment tocompliance and recent research showingsignificant investment the industry has madeto prevent money laundering.
NEXT STEPS
• Represent industry interests at the bi-annualBank Secrecy Act Advisory Group (BSAAG)meeting, a forum in which representativesacross the financial services sector meet with
FinCEN leadership, Government Officials and Law Enforcement.
• Release updated version of the Best Practicesfor AML Compliance, aligned with industrycommitment to ensure that this resource isrelevant and reflective of regulatorydevelopments and evolving expectations.
• Continue to engage with Treasury officialsregarding forthcoming release of the FinancialAction Task Force (FATF) Mutual Evaluation,which assesses the US’ AML and counterterror financing policies. The report issignificant as it influences both domestic andinternational gaming regulators when makinglicensing decisions. In addition, financialinstitutions rely on this report as part of theircalculus with respect to financing.
IRS PROPOSED SLOT REGULATIONS
SUMMARY
In 2015, the Internal Revenue Service (IRS) issued proposed mandatory regulations that, if enacted, could significantly harm gaming company’s bottom lines and patron’s gaming experience. The proposal suggested using player marketing cards to electronically track wins and losses for tax purposes; it also considered reducing tax-re-porting requirements for players’ slot winnings (as well as keno and bingo) from $1,200 to $600.
AGA led a swift, strong and united response from the gaming industry, customers and members of Congress in opposition to these proposals.
RECENT DEVELOPMENTS
While the IRS originally had intended to finalize its proposed regulation by December 2015,
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS (CONTINUED)
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12 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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gaming’s advocacy effectively caused the IRS to step back and reassess its proposal.
NEXT STEPS
AGA and its Tax and Finance Working Group continue monitoring the IRS proposal through back-channel discussions with officials.
Now at the end of this Administration, we have been told that if IRS moves forward in the wan-ing days of 2016 with new regulations impacting the tax reporting of slot winnings, it likely would only focus on non-controversial elements at this time.
ILLEGAL GAMBLING
SUMMARY
AGA launched its “Stop Illegal Gambling — Play it Safe” initiative in 2015 to unite gaming and law enforcement officials to expose the massive illegal gambling market that preys on consumers, siphons tax revenues and funds violent crimes. AGA’s illegal gambling advisory board has been a strong partner over the last year and is now serving as a critical voice as AGA progresses in our sports betting campaign.
RECENT DEVELOPMENTS
• Spoke as an authority at the NationalAssociation of Attorneys General PresidentialInitiative Summit in Deadwood, South Dakota,before attorneys general and state and federallaw enforcement. AGA also served on a panelthat examined emerging gaming issues,including daily fantasy sports, illegal gamblingand sports betting.
• Launched a new website —StopIllegalGambling.org — to house the latestAGA news, articles, videos, research andtraining related to the initiative.
• Released a behind-the-scenes video withDigital Citizens Alliance that exposed shadyoperators in Ohio and Texas. Watch the videohere.
• Hosted a first-ever Law Enforcement Summiton sports betting that drew dozens of lawenforcement leaders from across the countryto better understand the massive illegal sportsbetting market and what steps can be takento address it. Based on input from participants,the AGA’s Illegal Gambling Advisory Boardauthored an after-action report that will serveas a guide for stakeholders — includingpolicymakers, regulators and sports leagues— to develop potential solutions.
• Addressed the National Black ProsecutorsAssociation at its annual conference andprovided key federal, state and localprosecutors from across the country anupdate on the AGA’s illegal gambling initiative.
• Partnered with the National District AttorneysAssociation on a training for law enforcementofficials at G2E. The first-ever comprehensivetraining is part of NDAA’s ComprehensiveTraining Series. The joint presentation andtraining featured a panel of state attorneysgeneral, prosecutors and representatives fromthe FBI, the Texas Lottery Commission andthe Nevada Gaming Control Board, as well asexperts on Tribal sovereignty and other casinoindustry representatives.
• Worked with the United States Conference ofMayors (USCM) as it adopted the resolutiontitled “Addressing Illegal Sports Betting
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS (CONTINUED)
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13 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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Through Regulation.” The resolution says the USCM and the nation’s mayors “believe it’s time for a new approach to sports betting in the United States that could include strict regulation, rigorous consumer protections, taxation of revenues to benefit local communities, and robust tools and resources for law enforcement to root out illegal sports betting and uphold the integrity of the games.”
• Added another key stakeholder — statelegislators — to AGA’s growing coalition thatagrees a new approach to sports betting isneeded. The National Conference of StateLegislatures (NCSL) adopted a policy at itsannual conference last week that supports therepeal of PASPA: “The federal government must
recognize the sovereignty of states to allow or
to prohibit sports gambling by its residents.”
NEXT STEPS
• Continue follow up with the advisory board toeducate attendees from the law enforcementsummit and transform them into advocatesfor sports betting including supportingColonel Mike Edmonson, head of the Louisianastate police, who attended the sports bettingsummit, as he holds a meeting for other headsof state police on sports betting;
• Continue cultivating partnerships with theattorneys general including a meeting of theNational Association of Attorneys GeneralGaming Committee and event with theRepublican Attorneys General Rule of LawDefense Fund (RLDF) to bring together stateattorneys general with federal officials toexamine illegal sports betting, issues of statesovereignty and threats to public safety; and
• Work with NCSL and USCM on joint publicmessaging and strategic advocacy on sportsbetting.
TRIBAL GAMING
SUMMARY
Last fall, the AGA Off-Reservation Gaming Task Force, Public Policy Committee and Board successfully coalesced around a modernized off-reservation gaming position — one that is more politically attainable and calls for increased clarity and transparency into the existing federal approval process. In short, the updated position states: A Tribe should be required to have both historic and geographic connections to the land they are acquiring for off-reservation gaming.
RECENT DEVELOPMENTS
• Discussed at our recent Task Force meetingduring G2E, the AGA seeks an inclusivestrategy for engagement with other Tribalstakeholders, relevant federal offices andagencies, including on Capitol Hill and withinthe Department of Interior and Bureau ofIndian Affairs.
NEXT STEPS
• Positioning, now, is critical ahead of thelooming Congressional “Lame Duck” session(November-December 2016), and as the newCongress and Administration are sworn innext year.
• In addition to deepening relationships with theTribal community, AGA will serve as a resourceto members on key Tribal gamingdevelopments and issues that impact theindustry at both the state and federal levels.
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS (CONTINUED)
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14 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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ANCILLARY BUSINESS ISSUES
SUMMARY
Distinct from core gaming issues, the AGA supports ancillary business issues, including those impacting:
• Business competitiveness;
• Labor and employment; and
• Travel and infrastructure.
RECENT DEVELOPMENTS
AGA is engaged on a range of critical issues affecting gaming, including:
• Resort fees;
• Department of Labor overtime wageregulations;
• Equal Opportunity Employment Commission(EEOC) employee data regulations;
• Urban Area Security Initiative (UASI)Department of Homeland Security funding;
• Jobs Originating Through Travel (JOLT) Act;and
• Patent reform.
RESORT FEES
SUMMARY
Since June, AGA has worked diligently to combat the Federal Trade Commission’s (FTC’s) efforts to significantly alter the collection of resort fees. We estimate that resort fees account for approxi-mately $500 million in annual revenue in Las Vegas alone.
FTC Chairwoman Edith Ramirez, in particular, strongly believes mandatory resort fees must be factored into a total price advertisement and displayed as such on the first page. However, based on extensive conversations, her opinion does not appear to be based on consumer complaints or data suggesting a problem in the current marketplace.
RECENT DEVELOPMENTS
Invested in driving member consensus, stake-holder collaboration and strategic development around the FTC’s increased scrutiny of resort fees.
• On-boarded former FTC Commissioner JulieBrill as counsel to support AGA’s engagementon this emerging issue. Our team has beenworking collaboratively with AGA members,other industry stakeholders and bipartisanallies on Capitol Hill to raise awareness,concerns and to drive targeted politicalpressure.
• Submitted a comprehensive white paper tothe FTC. The white paper came as a result ofcollaborative engagement with members,industry stakeholders and bipartisan allies onCapitol Hill. The white paper details:
– Current industry resort fee disclosurepractices;
– Reasons these disclosures are neither unfair nor deceptive; and
– Reasons the proposed new FTC guidance will result in unintended consequences that will hurt consumers, competition and marketplace transparency.
• AGA has used the white paper to support ourcontinued advocacy efforts and educate state
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS (CONTINUED)
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15 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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attorneys general and the dozens of congressional allies who share our concern. We also are continue our partnership with the American Hotel and Lodging Association, others, to drive alignment around an informed and more reasonable solution.
NEXT STEPS
We continue working with our members to advocate for potential alternative approaches for the FTC to consider that ensures transparency for consumers and a competitive marketplace for your businesses to operate.
LABOR & EEOC
SUMMARY
Aggressive approaches to enact regulations can often come at the end of an Adminstration. For months, AGA has working with gaming industry experts, the U.S. Chamber of Commerce and other business leaders to express strong concern over two labor-related federal regulatory propos-als — overtime wage earning requirements and labor data for the EEOC.
RECENT DEVELOPMENTS
• Both regulatory proposals have now beenfinalized and await implementation. Throughoutthe process, AGA actively provided its supportto broader business coalition efforts, submittedofficial comments on behalf of AGA membersand the industry, including: A letter regardingthe U.S. Equal Employment OpportunityCommission’s (EEOC) recent regulatoryproposal, which would “require large employersto report compensation information as part oftheir annual EEO-1 filings.”
NEXT STEPS
Implementation of the new overtime wages regulation faces litigation being brought from multiple U.S. states including Nevada. In September the EEOC finalized its rule on the new EEO-1 filing requirements, where it took into account some of the requested changes AGA and others sought, including timeline for compliance.
JOLT ACT
In partnership with the U.S. Travel Association and other mainstream hospitality companies, AGA continues efforts on Capitol Hill to ensure that a more efficient travel process is supported in order to drive domestic and international travelers to casino resorts. AGA has long sup-ported and recruited sponsors of the Jobs Originating Through Travel (JOLT) Act in the U.S. House, and continues its collaborative advocacy efforts with coalition members to strengthen national security, while promoting an effective travel process.
This legislation is likely to continue into the next Congress.
PATENT REFORM
AGA is a member in the United for Patent Reform Coalition, which supports legislation that pro-tects gaming resort and manufacturing opera-tions from abuse and costly litigation asserted by patent trolls. AGA is working with the Coalition, as well as gaming industry members and state associations, to educate Congress on the need to enact patent reform legislation this year.
This legislation is likely to continue into the next Congress.
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS (CONTINUED)
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16 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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UNITING THE CASINO GAMING INDUSTRY
INDUSTRY SERVICES
SUMMARY
In 2016, key AGA priorities remain uniting the totality of casino gaming around common cause issues as a means to build greater industry clout and create value through member connections.
RECENT DEVELOPMENTS
• AGA’s Global Gaming Expo (G2E) exhibitedstrong growth and delivery on objectives forboth 2016 events:
– G2E Asia, now in its 10th year, was held May17–19 in Macau. The event welcomed nearly 11,000 attendees — a year-over-year increase of 10% — from 83 countries. The exhibit floor also grew by 10% to more than 9,100 square meters, further solidifying G2E Asia as the dominate gaming event in Macau.
– G2E, held September 26-29 in Las Vegas, welcomed close to 26,000 attendees, an overall increase in attendee registration of 6% over last year. AGA’s investments and focus on improving the value of conference and education drove a 5% increase in conference specific attendance. G2E’s exhibit floor also showed a strong increase of 3% year-over-year for a total of 283,787 net square feet.
• For the first time in G2E’s history, AGA offeredsignificant discounts for members, including:
– Increased number of complimentaryadmissions;
– Discounted conference rates — 50% off published rates;
– Group buying discounts; and
– Flat year-over-year square footage rates on exhibit space for AGA-member exhibitors.
• 18 new companies joined AGA in 2016 — 23percent year-over-year growth, including:
– Board-level members:
• AGS;
• Cherokee Nation Entertainment;
• The Chickasaw Nation;
• Delaware North;
• Foxwoods Resort Casino; and
• Wind Creek Hospitality
– General members:
• Acres;
• American Casino & EntertainmentProperties;
• Atrient;
• Crane Payment Innovations;
• FireKeepers Casino Hotel;
• Genius Sports;
• Incredible Technologies;
• Management Science Associates;
• NYX Gaming Group;
• RSM US LLP;
• Sysco Corporation; and
• USFantasy Sports.
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS (CONTINUED)
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• Introduced the Association’s new IndustryPartnership Program with PwC as our firstpartner. This program is designed to connectcompanies most closely aligned andcommitted to serving the gaming industrywith our members. Their participation helpsenhance the benefits for AGA membershipfrom a market leader in consulting practicesincluding hospitality, auditing, anti-moneylaundering and loyalty programs.
NEXT STEPS
• Drive greater member value for participationin the Global Gaming Expo by:
– Optimizing foundational elements of G2Eincluding conference and education, networking and member engagement, and a business-focused marketplace;
– Continuing to build programing and experiential elements on the show floor which promote emerging issues in gaming, and highlight innovation of products and gaming technologies;
– Expanding collaborations and partnerships with appropriate organizations to build and service unique audiences within the gaming industry; and
– Reimaging and reenergizing the development and delivery of educational content and configuration.
• Develop strategies for G2E Asia that buildloyalty and strengthen AGA’s Asian presencethrough:
– Developing a G2E Asia MVP program aswell as other loyalty programs that incentivize participation in both G2E Asia and G2E Las Vegas;
– Continuing the development of government relationships in an effort to address the region’s two-show issue;
– Capitalizing on the increased interest in iGaming by expanding the segment of iGaming on the show floor, as well as in conference education;
– Bringing Integrated Resort Experience (IRE) elements to G2E Asia to address the ongoing pressure for expansion of non-gaming business.
• Focus membership recruitment efforts for2017 on core gaming organizations joining atthe board level. The approach identifiespotential members that would most benefitfrom AGA membership, and delivers apersonalized membership sales pitch.
• Develop a formal membership engagementplan in 2017 that emphasizes AGA’scommitment to minimizing membershipattrition and maximizing member satisfaction.AGA staff, equipped with enhanced customeraccount management tools, will ensuremembership opportunities are identified andarticulated.
STRATEGIC PRIORITIES AND ACCOMPLISHMENTS (CONTINUED)
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18 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
CONFIDENTIAL
SPEAKER BIOGRAPHIES
JULIE BRILL
PARTNER, HOGAN LOVELLS
While a Commissioner of the U.S. Federal Trade Commission (FTC), Julie was “widely seen as the Commission’s most important voice on Internet privacy and data security issues.” She brings her voice and knowl-edge to the clients of the Privacy and Cybersecurity Practice, of which she is a partner and co-leader.
Julie is plugged in to data, device and systems vulnerability and is focused on emerging data security issues. Her deep understanding of big data helps companies navigate the complex rules around the use of data.
While at the FTC, she became one of the key U.S. regulators on advertising law, including ad tech, native advertising, and other cutting-edge ad issues. Julie’s role as one of the nation’s top antitrust officials makes her a natural fit to assist in leading our Antitrust practice.
Prior to serving as FTC Commissioner, Julie was the Senior Deputy Attorney General and Chief of Consumer Protection and Antitrust for the North Carolina Department of Justice. For more than 20 years she served as an assistant attorney general for consumer protection and antitrust for the state of Vermont. There she led many multi-state investigations, anchored the states’ Privacy Working Group, and testified before
Congress at hearings related to consumer pro-tection and financial data privacy. She taught at Columbia Law School. She also was an associate at a New York-based law firm.
PAUL HICKS
MANAGING DIRECTOR, THE GLOVER PARK GROUP
Paul Hicks is a Managing Director with The Glover Park Group with over two decades of senior communications and sports experience.
Prior to joining GPG in 2015, Paul was the Executive Vice President for Communications and Public Affairs for the National Football League. Reporting directly to Commissioner Roger Goodell, Paul led the communications, public affairs and social responsibility functions for the league over a five-year period that includ-ed a new collective bargaining agreement, several new television commitments, including the launch of Thursday Night Football, and several high profile social responsibility issues.
Before joining the NFL in 2010, Paul was the Regional CEO of the Americas for Ogilvy Public Relations Worldwide. Paul helped lead 500-plus professionals deliver effective client solutions across two regions and eleven different offices. Paul started at OPR as a director in the Corporate Practice where his crisis work with companies such as Deloitte and McKesson led to his promo-tion to Head of the Global Corporate Practice and then the Managing Director of the New York office. Before joining OPR, Paul was the Chief of Staff to U.S. Rep. Stewart B. McKinney, including leadership of several winning re-election campaigns.
A native of Aurora, Illinois, Paul received a BA degree from the University of Virginia, where he played four years of varsity lacrosse and walked-on to the football team for a “cup of coffee.” He lives in Greenwich, Connecticut with his wife Caye, with his two daughters, Mary Grace and Hope, close by.
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19 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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MEDIA COVERAGE
GET TO KNOW GAMINGLas Vegas Review-Journal Las Vegas Debate Completes Gaming’s Emergence Onto National Scene
St. Louis Business Journal Commentary: Generating More Revenue At The Casino
Sun Herald – AGA Tour: Coast Casinos Have Great History But Can’t Rest Now
Providence Journal Geoff Freeman: Tiverton Casino Would Benefit R.I.
The Herald News Letter To The Editor: Gaming Industry Is a Strong Community Partner
CBS Detroit 20 Years After Casinos Approved In Detroit, Expert Looks Toward City’s Gambling Future
Crain’s Detroit Business Trade Group Estimates 3 Casinos Account For 16% Of Detroit’s Total Revenue
The Delaware County Daily Times Casino execs tout value of legalized gaming in Pa.
ILLEGAL GAMBLING/SPORTS BETTING Legal Sports Report Future of Sports Betting in U.S. Comes Into Focus With ESPN Report, AGA Advocacy Effort
ESPN Two resolutions urge Congress to lift federal ban on sports betting
ESPN David Stern will give speech in support of legalizing gambling
Yahoo Study Reveals Why TV Networks Should Support Sports Betting
New York Daily News Legal Sports Gambling Is Gaining Support, And Here’s Why
The Washington Post Las Vegas NHL Team A Step Forward For Legalized Betting, Says Gaming CEO
NY Daily News Forget Las Vegas, NFL Teams Already Play Near Casinos
ESPN Former NBA commissioner David Stern hopes to see legalized betting expand in U.S.
USA Today: Gambling advisory group: End federal ban on sports betting
LA Times An estimated $90 billion will be bet on football this season, most of it illegally, group says
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20 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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MEDIA COVERAGE (CONTINUED)
GLOBAL GAMING EXPO (G2E)The Sun Herald Meet the man who created a new style of casino in Mississippi and the nation
Las Vegas Sun Volcano’s creator to be inducted into Gaming Hall of Fame
Associated Press Gaming Board Official Shares Secrets At Global Gaming Expo
Las Vegas Review-Journal G2E panel sees next president making key appointments
KLAS CBS Interview with AGA President and CEO Geoff Freeman
Press of Atlantic City Redenia Gilliam-Mosee to be inducted into gaming Hall of Fame
Las Vegas Sun Gaming industry’s expanding reach forms the theme of G2E
Las Vegas Sun Challenging hotel-design assumptions a goal of UNLV students
NEXT GENERATION GAMINGThe Philadelphia Inquirer Slots fix won’t shortchange towns, officials say
The Morning Call Geoff Freeman: Pa. Casino Tax Increase Short-Sighted, Discourages Reinvestment
Pittsburgh Post-Gazette Pennsylvania Casinos Could Face New Tax Under Governor’s Proposal
CHAMPION DEVELOPMENTThe Wall Street Journal Gambling Industry Emerges From the Political Shadows
The Washington Post Casino lobby braces for life without Harry Reid
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21 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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LEGAL AND FINANCIAL (CONTINUED)LEGAL AND FINANCIAL
ANTITRUST COMPLIANCE POLICY AND GUIDELINESThe American Gaming Association (“AGA” or “Association”) and its members share a common interest in promoting the gaming industry and its appeal in the U.S. through education and advocacy. In doing so the Association not only promotes the interests of its members, but also contributes to the U.S. economy and consumer welfare. Yet, AGA members compete with other members of their industry. Accordingly, both AGA and its members must ensure that the Association and its various programs are used only to fulfill the mission of the Association, and not to restrict competition in any way, or even to create the appearance of doing so.
Thus, it is the policy of the AGA to comply fully with all applicable antitrust laws. Full compliance with the antitrust laws is a requirement for AGA membership, and responsibility for compliance rests with each member.
This Antitrust Compliance Policy & Guidelines is intended to reflect the mutual commitment of AGA and its members to comply fully with the antitrust laws, and also to assist Association members and staff in avoiding any potential for antitrust exposure in the first instance.
Please note that the guidelines apply equally to all members whenever they are engaged in Association activities, including attendance at any AGA programs or meetings. Accordingly, the guide-lines apply whenever members are attending any Association program, as well as when they are speaking informally (including while socializing) when attending any AGA meeting or program.
PROHIBITED PRICE AGREEMENTS AND DISCUSSIONS
AGA members are prohibited from agreeing to the price at which they will sell their products or services regardless of the reasonableness of the price or whether the agreement is to raise, lower, peg, or stabilize prices.
Thus, at any meeting in which AGA is in any way involved, AGA members are prohibited from discussing:
• Prices, costs, margins or profits, including butnot limited to discounts and bids;
• Formulas, policies, procedures, or other meansfor the setting of prices, discounts or otherterms of sale or rental;
• Non-public, company-specific negotiatedprices, rates, agreements or contracts; and
• Data regarding industry costs, revenues,capacity, inventory, sales, profit margins orother data that bear on prices of members.
ASSOCIATION MEETING GUIDELINES
• An agenda will be prepared and distributedbefore the start of a meeting;
• Meeting discussions must be limited toagenda items unless the Chair approvesadditional topics;
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LEGAL AND FINANCIAL (CONTINUED)
• Minutes of a meeting should be recorded andrepresent the legal record of what transpired;
• Prior approval will be obtained before submittingstatistics or other sensitive data to the Boardof Directors or any program of the AGA;
• Members and staff must object to anydiscussions or activities that appear to violatethese guidelines, disassociate from suchactivities, and leave the meeting if theycontinue; and
• Members and staff should avoid colloquiallanguage that might be mischaracterized later(e.g., “dominance,” “only game in town,”“control the market”).
OTHER PROHIBITED AGREEMENTS AND DISCUSSIONS
At any AGA meeting or any meeting in which AGA is in any way involved, AGA members are prohibited from entering into any agreements with respect to, and from discussing:
• Any possible reduction in the output ofservices or products;
• Controls or limits on service or product qualityor research;
• Any possible agreement to refrain fromcompetition, including though the division orallocation of any markets, territories, customers,or suppliers, or any limitation on the nature ofbusiness to be conducted by competitors; or
• Any possible agreement or conduct whichcould be construed to constitute a boycott oran attempt to exclude any competitor fromthe U.S. market, or any part of the U.S. market,or from participation in a AGA-sponsoredprogram or forum in which the competitor hasa right to participate under AGA’s bylaws orother established policies.
LOBBYING AND GOVERNMENTAL RELATIONS
One of the AGA’s core strategic priorities is to advocate on behalf of the gaming industry. It is important that all advocacy on behalf of the Association be coordinated through the AGA Public Affairs staff.
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23 AMERICAN GAMING ASSOCIATION BOARD OF DIRECTORS MEETING | NOVEMBER 8–9, 2016 | LAS VEGAS NEVADA
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LEGAL AND FINANCIAL (CONTINUED)
AGA BOARD MEETING RESOLUTIONS
1. APPROVAL OF MINUTES
RESOLVED, that the Minutes of the April 6, 2016 meeting of Board as set forth in the attached Exhibit A are approved.
2. APPROVAL OF POLICIES
WHEREAS, management periodically reviews AGA’s policies and procedures to ensure that they comply with applicable laws and regulations, and support efficient business operations; and
WHEREAS, management recommends that the Record Retention Policy and the Whistleblower Policy be replaced with updated policies, and the Board deems it advisable and in the best inter-ests of AGA to do so.
NOW, THEREFORE, BE IT RESOLVED, that the Board approves the Record Retention Policy substantially in the form attached hereto as Exhibit B, and the Whistleblower Policy substan-tially in the form attached hereto as Exhibit C, both to be effective as of November 9, 2016;
FURTHER RESOLVED, that the proper officers of the AGA, and each of them, are hereby autho-rized and directed to take all actions and exe-cute, deliver and file all agreements, certificates, instruments and documents, in the name and on behalf of the AGA; to pay or cause to be paid all expenses; and to take all such other actions as the proper officers shall deem necessary, desir-able, advisable or appropriate to consummate, effectuate, carry out or further any transactions contemplated by and the intent and purposes of the foregoing resolutions;
FURTHER RESOLVED, that in connection with any transactions or actions contemplated by the preceding resolutions, the Secretary of the AGA is authorized in the name and on behalf of the AGA to certify any more formal or detailed resolutions as the Secretary may deem neces-sary, desirable, advisable or appropriate to carry out the full intent and purposes of the foregoing resolutions; and that thereupon, such resolutions shall be deemed adopted as and for the resolu-tions of the Board as if set forth at length herein; and
FURTHER RESOLVED, that that any actions taken by the proper officers of the AGA prior to the date of the foregoing resolutions that are within the authority conferred thereby are rati-fied, confirmed, approved and adopted as ac-tions of the AGA.
SPRING MEETING MINUTES
The meeting of the Board of Directors (the “Board”) of the American Gaming Association, a nonprofit corporation organized under the laws of the District of Columbia (“AGA”), was held in the Chambertin Meeting Room of the Wynn Las Vegas, Las Vegas, Nevada at 8:10 a.m., Pacific Time, on April 6, 2016. The following Directors were present at the start of the meeting, consti-tuting a quorum: Vice-Chairman Gavin Isaacs (Scientific Games); Joe Asher (William Hill); Lee Amaitis (CG Technology); Renato Ascoli (IGT); Bo Bernhard (UNLV); Ted Bogich (Boyd Gaming); William McBeath (Cosmopolitan); Thomas Burke (Mohegan); Mike Dreitzer (Ainsworth); Larry Gregory (Mississippi Gaming & Hospitality Association); Ryan Growney (South Point Casino); Brian Hansberry (Delaware North); Julie Lim (Everi Holdings); David Lopez (AGS); William McBeath (Cosmopolitan of Las Vegas); John
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LEGAL AND FINANCIAL (CONTINUED)
McManus (MGM Resorts); Donn Mitchell (Isle of Capri Casinos); Derik Mooberry (Scientific Games); Tom Nieman (JCM Global); Joe Pappano (Vantiv Gaming Solutions); Rossi Ralenkotter (Las Vegas Convention & Visitors Authority); Tony Ricci (Greenwood Racing); Frank Riolo (American Casino & Entertainment); Anthony Sanfilippo (Pinnacle Entertainment); Kim Sinatra (Wynn Resorts); Steve Sutherland (Konami Gaming); Maureen Sweeny (Aristocrat Technologies); Tim Wilmott (Penn National Gaming); Jacci Woods (MotorCity Casino); and Andrew Zarnett.
Chairman Jim Murren (MGM Resorts), Jim Allen (Seminole Hard Rock Gaming), Jan Jones Blackhurst (Caesars Entertainment), Greg Carlin (Rush Street), Rick Meitzler (Novomatic America Sales), Rob Norton (The Cordish Companies), Ron Reese (Las Vegas Sands), Larry Ruvo (Southern Wine & Spirits of Nevada) and Paul Steelman (Steelman Partners) were absent.
Also present was Richard Broome of Caesars Entertainment and Russell Sanna, Executive Director of the National Center for Responsible Gaming. Geoff Freeman, President and CEO; Sara Rayme, Senior Vice President of Public Affairs; Stacy Papadopoulos, General Counsel and Corporate Secretary; Whit Askew, Vice President of Government Relations; Andrew Ortale, Vice President of Industry Services; Chris Moyer, Senior Director of Communications and Andrew Smith, Senior Director of Research, each of the AGA, also were present, as were consultants Clare Thomas Maher and Kendall Bentz, both of High Lantern Group; and John Murray of Monument Policy Group. Stephen Crosby, Chair of the Massachusetts Gaming Commission; Ronnie Jones, Chair of the Louisiana Gaming Control Board; Dan Little, former Commissioner of the National Indian Gaming Commission and
Vice President of Government Relations at Aristocrat; Stephen Master, Senior Vice President and Head of Global Sports of Nielson Sports; and Adam Krejcik and Chris Grove, both of Eilers & Krejcik Gaming, joined the meeting in progress as noted below.
CHAIRMAN’S WELCOME
Mr. Isaacs called the meeting to order and wel-comed everyone to the meeting. Mr. Freeman explained that Chairman Jim Murren would miss the meeting as MGM was opening its new Las Vegas arena.
Mr. Freeman then referred directors to the anti-trust policy in the materials sent in advance of the meeting (the “Board Book”). He asked that attendees be mindful of the policy and raise any questions regarding the policy with Ms. Papadopoulos. He also called directors’ attention to the draft Board minutes from the November meeting in Las Vegas, as well as resolutions to approve Board-level committee assignments and the election of a new treasurer in the Board Book. He asked if there were any questions on these actions; hearing none, the minutes were approved in the form attached as Exhibit A and the following resolutions were approved:
WHEREAS, the Board desires to appoint or re-appoint, as applicable, members to each of the Board-level committees; and
WHEREAS, the Board desires to appoint a Treasurer of AGA.
NOW, THEREFORE, BE IT RESOLVED, that the following Directors are appointed or re-appoint-ed, as the case may be, to serve as members and/or as chairs of the indicated committees of
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LEGAL AND FINANCIAL (CONTINUED)
the Board, effective as of the date hereof, and until the next in-person, spring meeting of the Board, and until their respective successors are elected and qualified or until their earlier death, resignation or removal:
EXECUTIVE COMMITTEE
Jim Murren-ChairGavin Isaacs-Vice ChairRenato AscoliRon ReeseKim SinatraMaureen SweenyTim Wilmott
FINANCE AND INVESTMENT COMMITTEE
Tim Wilmott-ChairGreg CarlinSteve Sutherland
NOMINATING AND MEMBERSHIP COMMITTEE
Jim AllenJohn McManusDerik MooberyRob Norton
COMPENSATION COMMITTEE
Jim Murren-ChairGavin IsaacsTim Wilmott
Anthony Sanfilippo FURTHER RESOLVED, that Stacy Papadopoulos is elected Treasurer, to hold office until the earlier election and qualification of her respective successor or until her earlier death, resignation or removal, as provided for in the Bylaws;
FURTHER RESOLVED, that in connection with any transactions or actions contemplated by the preceding resolutions, the Secretary of the AGA is authorized in the name and on behalf of the AGA to certify any more formal or detailed resolutions as the Secretary may deem neces-sary, desirable, advisable or appropriate to carry out the full intent and purposes of the foregoing resolutions; and that thereupon, such resolutions shall be deemed adopted as and for the resolu-tions of the Board as if set forth at length herein; and
FURTHER RESOLVED, that that any actions taken by the proper officers of the AGA prior to the date of the foregoing resolutions that are within the authority conferred thereby are rati-fied, confirmed, approved and adopted as ac-tions of the AGA.
AUDIT AND FINANCIAL UPDATE
Mr. Wilmott, Chair of the Finance and Investment Committee, summarized the role of the Committee and AGA’s recently completed finan-cial audit. He noted that AGA had received a clean audit opinion. He also noted that AGA’s finances are well attended by management, and summarized AGA’s new investment policy.
Referring to the statement of activities comparing the 2015 budget, 2015 results and 2016 budget in the Board Book and on a slide, Mr. Freeman reported that while AGA missed its 2015 revenue target, it managed its expenses and was able to contribute to its long-term reserves. He also reported that AGA was continuing to grow and diversify its revenues, lessening its reliance on the G2E tradeshows while growing dues revenue through increased membership and building new revenue sources. Finally, Mr. Freeman reported
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that he was working with the Executive Committee to elevate and improve G2E.
PRESIDENT’S REPORT
Mr. Freeman then reported on three topics: changes to the Board meeting format; the value proposition for AGA membership; and AGA’s advocacy and operational priorities for the next few years. He explained that AGA had changed the format of the previous night’s reception and the format of the Board meeting based on a recent survey of members who regularly attend the Board meeting.
Overall, respondents to the survey were positive; notably on AGA’s preparedness, the quality of materials and content, efficiency of the meetings, and quality of the venues. Respondents also viewed task forces and working groups as a good source of dialogue, but were mixed on whether similar engagement at the Board-level was desirable. Finally, respondents viewed net-working opportunities as creating real value for members and that formal dinners and speakers were not necessary.
In response to this feedback, Mr. Freeman noted that to provide greater opportunities for net-working and dialogue, AGA replaced the formal dinner with an informal cocktail reception and had changed the setup for the Board meeting from a large, U-shaped table to several crescent round tables. Further, AGA would bring some of the content from the task forces and working groups that met prior to the Board meeting and include a small group breakout discussion on regulatory reform.
Next, Mr. Freeman discussed trade association ROI, noting that AGA seeks to provide new value
each year to its members as a return on their payment of dues. While the ROI of a trade association is subjective, he stated that AGA should be measured against: (1) clout on serious public policy issues based on industry inclusion and unity; (2) proactive advocacy to drive a positive perception of the industry among elected officials, regulators, media, industry experts and the public; (3) aggressive defense of the industry from bad policy, as in the recently proposed IRS player reporting thresholds; and (4) responsible stewardship of member investments in AGA, including long-term AGA sustainability.
Finally, Mr. Freeman discussed AGA’s priorities for the next few years, including increased champion development in advance of Senator Reid’s impending retirement; driving favorable state-level gaming policy; repealing the Professional and Amateur Sports Protection Act (PASPA); providing greater opportunities for research, education and networking for mem-bers; solidifying the G2E tradeshows; and capital-izing on new revenue opportunities. He noted that several of these priorities are multi-year opportunities and provided examples of specific opportunities, including on G2E.
Questions and discussion ensured throughout Mr. Freeman’s report.
Messrs. Crosby, Jones and Little joined the meeting following this report.
REGULATOR ROUNDTABLE
Mr. Freeman provided background for the up-coming panel. He explained that one of the takeaways from the CEO Roundtable held the prior month was that AGA should play a role in convening gaming regulators from across the
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country. He then introduced Messrs. Little, Crosby and Jones, and moderator Mr. Bentz.
The panel discussed creating a policy environ-ment that promotes industry growth through regulatory modernization and flexibility, and the elimination of duplicative and financially burden-some regulations. They also discussed AGA’s role as a convener and the importance of regulators working together. Finally, they discussed with the Board the challenges to regulatory moderniza-tion and flexibility, specific programs like the New Jersey First law and Maryland’s annual review with regulators, whether the regulator’s role is to promote innovation, behaviors the industry could improve, and the possible regulatory response if PASPA were repealed.
Messrs. Crosby, Jones and Little left the meeting following this discussion.
NEXT GENERATION GAMING
Referring to a slide at the meeting, Ms. Rayme asked attendees to consider with the members at their small tables and in light of the prior discussion: (1) the role of AGA in regulatory modernization; and (2) the most significant opportunities for regulatory reform, including regulatory requirements for outside directors, updating licensing procedures and practices, like credit checks and fingerprinting, lengthening licensing terms, and eliminating unnecessary regulatory filings.
Each table then discussed AGA’s role and the best opportunities for regulatory reform, which were collected by AGA staff members.
PUBLIC AFFAIRS UPDATE
Ms. Rayme reported on AGA public affair’s strategic plan and research schedule. She de-scribed AGA’s integrated approach to public affairs, creating campaigns that include research, government relations and communications. On the state level, Ms. Rayme explained that AGA’s approach is to defend the industry from harmful stereotypes, advocate on state-level policies only when there is alignment among members, and build positive relationships with regulators.
Ms. Rayme then reviewed AGA’s research calen-dar, noting an upcoming study on the size of the illegal gambling market, a crime study that shows there is no correlation between casinos and crime, and a study on the positive economic impact of casinos on public safety and small businesses. This type of research helps to dispel myths that keep casinos out of new markets and provides a basis for regulatory reform.
Next, Mr. Askew provided an update on AGA’s government relations agenda, stating that AGA is focused on issues that impact members’ bottom line. First, Mr. Askew summarized AGA’s achieve-ments in the area of tax and compliance, includ-ing the U.S. Treasury’s recommendation to and engagement by assessors from the Financial Action Task Force on its comprehensive review of the U.S. financial system, and the IRS’s move-ment away from proposed new reporting regula-tions on slot winnings that would have signifi-cantly and negatively impacted the industry.
Second, Mr. Askew summarized AGA’s efforts to build relationships with federal, state and local law enforcement agencies and state attorneys to expose illegal gambling. Through these efforts and the support of its Illegal Gambling Advisory
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Board, AGA has instant credibility on issues like sports betting.
Third, Mr. Askew described AGA’s leadership on ancillary business issues that arise from time-to-time, like resort fees and burdensome proposals like the EEOC’s proposed pay disclosure rules.
Finally, Mr. Askew described AGA’s champion development activities, noting that the industry needs a wider bench of champions in Congress, especially with Senator Reid’s impending retire-ment. He described AGA’s Get to Know Gaming events, which are hosted at local casino proper-ties and highlight the positive impact of casinos on states’ economies and communities. He also mentioned AGA’s engagement of R&R Resources+ to improve the industry’s diversity and inclusion efforts and strengthen relations with the Congressional Black Caucus and other minority groups in Congress, and building the AGA PAC as a way of supporting those champi-ons who support the industry.
Questions and discussion ensued during the course of this public affairs update.
Messrs. Masters, Krejcik and Grove joined the meeting following this update.
SPORTS BETTING UPDATE
Ms. Rayme provided an update on the AGA’s campaign to legalize sports betting. She empha-sized the inclusive and transparent process that the AGA has employed on the issue, including the frequent meetings of the Sports Betting Task Force.
Ms. Rayme described sports betting as a multi-billion dollar economic opportunity for the
industry, as well as one that helps to “normalize” the perception of the industry. She noted that the industry is aligned on its desire to repeal or reform PASPA, but not on internet gaming. She stated that AGA’s goals in 2016 were to coalesce stakeholders around key policy principles, build a broader coalition of supporters, and demonstrate progress on the issues through communications and research. Ms. Rayme identified two types of target audiences: advocates that want to repeal or reform PASPA; and stakeholders like the sports leagues that have significant power and influence. She then reviewed the key principles in favor of repeal: promoting states’ rights; protect-ing the integrity of the game; protecting con-sumers; strengthening law enforcement; and the positive economic impact for states through tax and other revenue opportunities.
Ms. Rayme then introduced Mr. Masters, who developed the FANALYTICS platform that pro-vides brands and properties with a deeper understanding of how fans consume sports content, as well as measures the impact of sports sponsorship investments. She noted that the AGA recently commissioned research by Nielsen that shows that greater engagement in March Madness through activities like fantasy and sports betting significantly increase viewership of the NCAA tournament.
Referring to his slide presentation, Mr. Masters reviewed the sponsorship spend worldwide, noting the significant share going to sporting events owing to the viewership strength of sports programming, including on social media. He then described the growth of fantasy sports and the profile of the fantasy player. Fantasy players tend to be young, educated, wealthy, tech-savvy, multicultural, alcohol drinkers and credit card users, an ideal person to bring to a
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casino. Mr. Masters also discussed growing media spend on March Madness and research showing that bracket/fantasy gamers spend significantly more time watching the NCAA Tournament.
Questions and discussion ensued throughout the sports betting discussion. Topics discussed included: the growing relationship between gaming and the sports industries; returns to sponsors; the use of multiple devices when watching sports; reasons for the NFL position on sports betting versus the other professional sports leagues; and the impact of illegal gam-bling on viewership.
Ms. Rayme thanked Mr. Masters for his presenta-tion. She noted AGA’s next steps were to continue to define the problems with the current sports betting framework, expose the problem to stakeholders and consumers, and continue discussion with the professional sports leagues.
E-SPORTS PRESENTATION
Referencing the positive feedback AGA received on Rahul Sood’s presentation on eSports, Mr. Freeman introduced Messrs. Krejcik and Grove to discuss eSports as a business opportunity. Mr. Krejcik has over a decade of research experience primarily covering the global interactive enter-tainment industry and Mr. Grove has more than
10 years of experience in the industry and pub-lishes the LegalSportsReport.com.
Referring to his slide presentation, Mr. Grove described eSports as a new vertical market, with betting by cash, item or social. He then discussed the different forms of betting, including the size of the market and the presence or absence of consumer protections and regulation. He also discussed the opportunities and challenges associates with the growth of eSports, including the significant size of eSports events and the attractiveness of eSports bettors to the casino gaming industry.
Questions and discussion ensued. Topics dis-cussed included: betting; game integrity; and regulation. Mr. Freeman thanked Messrs. Krejcik and Grove for their presentation.
* * *Mr. Freeman then thanked the Board for its time and engagement at the meeting. Board members remarked that they enjoyed the new format changes.
There being no further business, the meeting was adjourned at 11:05 a.m.
Respectfully submitted, Stacy Papadopoulos, Secretary
Attachments —
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RECORD RETENTION POLICY
A. REASONS FOR POLICY
Federal and District of Columbia law requires the American Gaming Association (“Association”) to retain certain records, usually for a specific amount of time. The accidental or intentional destruction of these records during their specified retention periods could result in the following consequenc-es for AGA and/or its directors and employees:
• Fines and penalties
• Loss of rights.
• Obstruction of justice charges.
• Inference of spoliation of evidence and spoliation tort claims.
• Contempt of court charges.
• Serious disadvantages in litigation.
AGA must retain certain records because they contain information that: (1) Serves as AGA’s corporate memory; (2) has enduring business value (for example, it provides a record of a business transaction, evidences AGA’s rights or obligations, protects AGA’s legal interests or ensures operational continuity); and (3) must be kept to satisfy legal, accounting or other regula-tory requirements.
AGA prohibits the inappropriate destruction of any records, files, documents, and other forms of information. This policy is in accordance with the Sarbanes-Oxley Act of 2002, under which it is a crime to change, conceal, falsify or destroy any record with the intent to impede or obstruct any official or government proceeding. Therefore, this policy is part of an association-wide system for the review, retention and destruction of records
AGA creates or receives in connection with the business it conducts.
B. TYPES OF DOCUMENTS
This policy explains the differences among records, disposable information and confidential information belonging to others.
1. Records. A record is any type of information created, received or transmitted in the transaction of AGA’s business, regardless of physical format. Examples of where the various types of information are located are:
– Appointment books and calendars.
– Backup devices, such as magnetic tapes, hard drives and solid state memory used for backup purposes.
– Contracts.
– Electronic files.
– E-mails.
– Handwritten notes.
– Invoices.
– Letters and other correspondence.
– Memory in cell phones and other mobile devices.
– Online postings, such as on Facebook, Twitter, Instagram, Snapchat, Vine and other sites.
– Performance reviews.
– Voicemails.
Therefore, any paper records and electronic files that are part of any of the categories listed in the Records Retention Schedule contained in the
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Appendix to this policy, must be retained for the amount of time indicated in the Records Retention Schedule. A record must not be retained beyond the period indicated in the Record Retention Schedule, unless a valid business reason (or a litigation hold or other special situation) calls for its continued retention. If you are unsure whether to retain a certain record, contact the General Counsel.
2. Disposable Information. Disposable information consists of data that may be discarded or deleted at the discretion of the user once it has served its temporary useful purpose and/or data that may be safely destroyed because it is not a record as defined by this policy. Examples may include:
– Duplicates of originals that have not been annotated.
– Preliminary drafts of letters, memoranda, reports, worksheets and informal notes that do not represent significant steps or decisions in the preparation of an official record.
– Books, periodicals, manuals, training binders and other printed materials obtained from sources outside of AGA and retained primarily for reference purposes.
– Spam and junk mail.
3. Confidential Information Belonging to Others. Any confidential information that an employee may have obtained from a source outside of AGA, such as a previous employer, must not, so long as such information remains confidential, be disclosed to or used by AGA. Unsolicited confidential information submitted to AGA should be refused, returned to the sender where possible and deleted, if received via the internet.
C. MANDATORY COMPLIANCE
1. Responsibility of All Employees and Directors. AGA strives to comply with the laws, rules and regulations by which it is governed and with recognized compliance practices. All AGA employees and Directors must comply with this policy, the Records Retention Schedule and any litigation hold communications. Failure to do so may subject AGA, its employees, directors and contract staff to serious civil and/or criminal liability. An employee’s failure to comply with this policy may result in disciplinary sanctions, including suspension or termination.
2. Reporting Policy Violations. AGA is committed to enforcing this policy as it applies to all forms of records. The effectiveness of AGA’s efforts, however, depends largely on employees and directors. If you feel that you or someone else may have violated this policy, you should report the incident as provided in AGA’s Whistleblower Policy. If employees or directors do not report inappropriate conduct, AGA may not become aware of a possible violation of this policy and may not be able to take appropriate corrective action. As provided in the Whistleblower Policy, no one will be subject to, and AGA prohibits, any form of discipline, reprisal, intimidation or retaliation for reporting incidents of inappropriate conduct of any kind, pursuing any record destruction claim or cooperating in related investigations.
3. D.C. Nonprofit Corporation Act. The AGA is subject to the DC Nonprofit Corporation Act and shall therefore comply with all obligations thereunder, including all obligations related to records and records retention set forth at DC ST § 29-413.01.
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D. RECORDS MANAGEMENT OFFICER
AGA has designated the Director of Finance as the Records Management Officer. The Records Management Officer is responsible for:
• Identifying the documents that AGA must or should retain, and determining, in collaboration with the General Counsel, the proper period of retention.
• Arranging for the proper storage and retrieval of records, coordinating with outside vendors where appropriate.
• Destruction of records whose retention period has expired.
• Monitoring departmental compliance so that employees know how to follow the document management procedures and the General Counsel has confidence that AGA’s records are controlled.
• Developing and implementing measures to ensure that the General Counsel knows what information AGA has and where it is stored, that only authorized users have access to the information, and that AGA keeps only the information it needs, thereby efficiently using space.
• Establishing standards for filing and storage equipment and recordkeeping supplies.
• In cooperation with department heads, identifying essential records and establishing a disaster plan for each office and department to ensure maximum availability of AGA’s records in order to reestablish operations quickly and with minimal interruption and expense.
• Developing procedures to ensure the permanent preservation of AGA’s historically valuable records.
• Explaining to employees their duties relating to the document management program.
• Bringing to the attention of the General Counsel any noncompliance by department heads or other employees with this policy and AGA’s document management program.
• inappropriate conduct of any kind, pursuing any record destruction claim or cooperating in related investigations.
E. LITIGATION HOLDS AND OTHER SPECIAL SITUATIONS
AGA requires all employees and directors to fully comply with its published records retention schedule and procedures as provided in this policy. All employees should note the following general exception to any stated destruction schedule: If you believe, or the General Counsel informs you, that AGA records are relevant to current litigation, potential litigation (that is, a dispute that could result in litigation), govern-ment investigation, audit or other event, you must preserve and not delete, dispose, destroy or change those records, including e-mails, until the General Counsel determines those records are no longer needed. This exception is referred to as a litigation hold or legal hold, replaces any previ-ously or subsequently established destruction schedule for those records. If you believe this exception may apply, or have any questions regarding whether it may possibly apply, please contact the General Counsel.
This Records Retention Policy was adopted by the Board of Directors on __________, 2016.
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RECORD RETENTION SCHEDULE
Occasionally AGA establishes retention or destruction schedules or procedures for specific categories of records. This is done to ensure legal compliance and accomplish other objectives, such as protect-ing intellectual property and controlling costs. Employees should give special consideration to the categories of documents listed in the record retention schedule below. Avoid retaining a record if there is no business reason for doing so, and consult with the Records Management Officer or General Counsel if unsure.
DOCUMENT TYPE RETENTION PERIODI. Accounting and Finance
Accounts Payable 7 yearsAccounts Receivable 7 yearsAnnual Financial Statements and Audit Reports PermanentBank Statements, Reconciliations & Deposit Slips PermanentCanceled Checks — routine 7 yearsCanceled Checks — special, such as loan repayment PermanentCredit Card Receipts 3 yearsEmployee/Business Expense Reports/Documents 7 yearsGeneral Ledger PermanentInterim Financial Statements 7 yearsAnnual plans and budgets 2 years
II. Corporate and ExemptionArticles of Incorporation and Amendments PermanentBylaws and Amendments PermanentAGA Minutes PermanentOther Corporate Filings PermanentIRS Exemption Application PermanentIRS Exemption Determination Letter PermanentDC Exemption Application PermanentDC Exemption Determination Letter PermanentLicenses and Permits PermanentEmployer Identification (EIN) Designation Permanent
III. Correspondence and Internal Memoranda
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DOCUMENT TYPE RETENTION PERIODHard copy correspondence and internal memoranda relating to a particular document otherwise
addressed in this Schedule should be retained for the same period as the document to which
they relate.
Hard copy correspondence and internal memoranda relating to routine matters with no lasting significance
Two years
Correspondence and internal memoranda important to the organization or having lasting significance
Permanent, subject to review
IV. Electronic Mail (E-mail) to or from the organization Electronic mail (e-mails) relating to a particular document otherwise addressed in this Schedule
should be retained for the same period as the document to which they relate, but may be retained
in hard copy form with the document to which they relate.
E-mails considered important to the organization or of lasting significance should be printed and stored in a central repository.
Permanent, subject to review
E-mails not included in either of the above categories 12 monthsV. Electronically Stored DocumentsElectronically stored documents (e.g., in pdf, text or other electronic format) comprising or relating
to a particular document otherwise addressed in this Schedule should be retained for the same
period as the document which they comprise or to which they relate, but may be retained in hard
copy form (unless the electronic aspect is of significance).
Electronically stored documents considered important to the organization or of lasting significance should be printed and stored in a central repository (unless the electronic aspect is of significance).
Permanent, subject to review
Electronically stored documents not included in either of the above categories
Two years
VI. Employment, Personnel and PensionPersonnel records 10 years after employment endsEmployee contracts 10 years after terminationApplications for employment and resumes 1 yearWorkers’ Compensation records Duration of employment +30 yearsRetirement and pension records Permanent
VII. Insurance
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DOCUMENT TYPE RETENTION PERIODProperty, D&O, Workers’ Compensation and
General Liability Insurance Policies PermanentInsurance Claims Records Permanent
VIII. Legal and ContractsContracts, related correspondence and other
supporting documentation 10 years after terminationLegal correspondence Permanent
IX. LobbyingFederal and state lobbying reports, if any 10 yearsRecords relating to lobbying efforts 10 years
X. Management and MiscellaneousStrategic Plans 7 years after expirationDisaster Recovery Plan 7 years after replacementPolicies and Procedures Manual Current version with revision history
XI. Membership RecordsRecords relating to payment of dues Permanent
XII. Property — Real, Personal and IntellectualProperty deeds and purchase/sale agreements PermanentProperty Tax PermanentReal Property Leases PermanentPersonal Property Leases 10 years after terminationTrademarks, Copyrights and Patents Permanent
XIII. TaxTax exemption documents & correspondence PermanentIRS Rulings PermanentIRS Form 990 PermanentDC Biennial Filing with DC Mayor PermanentPayroll tax returns PermanentAny other tax returns not included above PermanentPayroll tax withholdings 7 YearsFilings of fees paid to professionals (Form 1099) 7 Years
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WHISTLEBLOWER POLICY
The American Gaming Association (“AGA” or “Association”) and its members are committed to hon-est, ethical and lawful conduct, full, fair, accurate, timely and transparent disclosure in all public com-munications, and compliance with applicable laws, rules and regulations. In furtherance of these commitments, all directors, officers, employees and volunteers of the AGA (each, a “Covered Person” or “you”) must act in accordance with all applicable laws and regulations, and with the policies of the AGA at all times, and assist in ensuring that the AGA conducts its business and affairs accordingly.
This Whistleblower Policy (“Policy”): (1) establishes procedures for the reporting and handling of concerns regarding action or suspected action taken by or within the AGA that is or may be illegal, fraudulent or in violation of any policy of the AGA, as well as any other matter that could cause seri-ous damage to the Association’s reputation (each, a “Concern”), and (2) prohibits retaliation against any Covered Person who reports a Concern in good faith.
By appropriately responding to Concerns, we can better support an environment where compliance is valued and ensure that the Association is meeting its ethical and legal obligations.
1. ENCOURAGEMENT OF REPORTING. You are encouraged to disclose to, and seek guidance from, an appropriate supervisor or manager if you believe any Covered Person or other person associated or doing business with the Association: (a) has engaged, is engaging, or may engage in any illegal or unethical behavior; or (b) has violated, or may violate, any law, rule, regulation or policy of the Association. Such reportable activity may include, for example, financial wrongdoing (including circumvention of internal controls or violation of the accounting policies of the Association), fraud, or any other illegal, unethical, or proscribed conduct. While Concerns may be submitted at any time, you should report a Concern as soon as reasonably possible after becoming aware of the matter. This Policy supplements, and does not replace, any procedures required by law or regulation. Note that with respect to AGA employees raising concerns of employment discrimination or harassment that can be addressed under the Association’s Employee Handbook policies, the mechanisms provided under the Employee Handbook shall control, unless those mechanisms themselves are implicated in wrongdoing; this Policy is not intended to provide a means of appeal from outcomes in those other mechanisms.
2. HOW TO RAISE A CONCERN. Concerns may be submitted either in writing or orally. No specific form is required to be filled out in order to submit a Concern, but you are encouraged to provide as much information and detail as possible so that the Concern can be properly investigated. A Concern may be submitted:
– To the administrator of this Policy (the “Policy Administrator”): General Counsel, American Gaming Association, 799 9th Street, NW, Suite 700, Washington DC 20001, 202-552-2675;
– By discussing it with a supervisor or manager, who will in turn forward the Concern to the Policy Administrator for review where appropriate; or
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– In writing to the Chair of the Finance and Investment Committee of the Board of Directors (the “Finance Committee”), American Gaming Association, 799 9th Street, NW, Suite 700, Washington DC 20001, which writing will be forwarded to the Chair’s business address. The Chair of the Finance Committee will involve the Policy Administrator in the review of the Concern where appropriate.
Concerns may be raised anonymously; however, any individual reporting his or her own violation shall not satisfy his/her disclosure obligation hereunder with a Concern raised anonymously.
3. PROCEDURES FOR RECEIVING AND REVIEWING CONCERNS. Any supervisor, manager, or other person receiving a Concern should contact the Policy Administrator, who will coordinate further action. The Policy Administrator will assess each Concern on a preliminary basis to determine to what extent an investigation into the Concern is required, and will direct all aspects of the investigation of any Concern. All investigations will be conducted in a confidential and sensitive manner, so that information will be disclosed only as needed to facilitate review of the investigation materials or otherwise as required by law. You must cooperate as necessary in connection with any such investigation. In the event a Concern involves or implicates the Policy Administrator, the Policy Administrator will promptly recuse himself or herself from the investigation and inform the Finance Committee in writing. The Finance Committee may investigate such Concern or appoint impartial attorneys to investigate the Concern.
4. NO RETALIATION AGAINST WHISTLEBLOWERS. It is the AGA’s policy to encourage the communication of bona fide Concerns relating to the lawful and ethical conduct of the Association’s business. It is also the policy of the AGA to protect those who communicate bona fide Concerns from any retaliation for such reporting. No adverse employment action may be taken and retaliation is strictly prohibited, including, without limitation, intimidation, harassment, discrimination, coercion, or otherwise, whether express or implied, against any Covered Person who in good faith reports any Concern or assists in an investigation of, or the fashioning or implementation of any corrective action or response made in connection with, any Concern. Any person who violates this prohibition against retaliation will be subject to appropriate disciplinary action, which may include termination of employment or other relationship with the Association.
5. CONFIDENTIALITY. All Concerns received will be treated confidentially or anonymously, as applicable, to the extent reasonable and practicable under the circumstances, consistent with the need to conduct an adequate investigation.
6. CONDUCT NOT PROHIBITED BY THIS POLICY. For the avoidance of doubt, this Policy and its implementation is not intended to preclude or dissuade employees from engaging in activities protected by state or federal law, including the National Labor Relations Act, such as discussing wages, benefits, or terms and conditions of employment, forming, joining, or supporting labor unions, raising complaints about working conditions for their and their fellow employees’ mutual aid or protection, or other legally protected activities.
This Whistleblower Policy was adopted by the Board of Directors on __________, 2016.
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2016 2017
Budget Actual Budget
Revenue $13,796,917 $13,576,615 $14,764,500
Expense $13,490,537 $12,902,091 $14,426,479
Operating Net $306,380 $674,524 $338,021
STATEMENT OF ACTIVITIESProjected Actual for the year ended December 31, 2016 Budget for the year ended December 31, 2017
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