S.L. 330.9 Art. 29Temporary administrator. Cap. 386.

(1) Where replacement of the senior management or board of directors as referred to in regulation 28 is deemed to be insufficient by the Authority to remedy the situation, the Authority may appoint one or more temporary administrators to the institution. The Authority may, based on what is proportionate in the circumstances, appoint any temporary administrator either to replace the board of directors of the institution temporarily or to work temporarily with the board of directors of the institution and the Authority shall specify its decision at the time of appointment. If the Authority appoints a temporary administrator to work with the board of directors of the institution, the Authority shall further specify, at the time of such appointment the role, duties and powers of the temporary administrator and any requirements for the board of directors of the institution to consult or to obtain the consent of the temporary administrator prior to taking specific decisions or actions. The Authority shall be required to make public the appointment of any temporary administrator except where the temporary administrator does not have the power to represent the institution. The Authority shall further ensure that any temporary administrator has the qualifications; ability and knowledge required to carry out his or her functions and is free of any conflict of interests.

(2) The Authority shall specify the powers of the temporary administrator at the time of the appointment of the temporary administrator based on what is proportionate in the circumstances. Such powers may include some or all of the powers of the board of directors of the institution under the statutes of the institution and under Maltese law, including the power to exercise some or all of the administrative functions of the board of directors of the institution. The powers of the temporary administrator in relation to the institution shall comply with the Companies Act.

(3) The role and functions of the temporary administrator shall be specified by the Authority at the time of appointment and may include ascertaining the financial position of the institution, managing the business or part of the business of the institution with a view to preserving or restoring the financial position of the institution and taking measures to restore the sound and prudent management of the business of the institution. The Authority shall specify any limits on the role and functions of the temporary administrator at the time of appointment.

(4) The Authority shall have the exclusive power to appoint and remove any temporary administrator; may remove a temporary administrator at any time and for any reason; and may vary the terms of appointment of a temporary administrator at any time subject to this regulation.

(5) The Authority may require that certain acts of a temporary administrator be subject to the prior consent of the Authority. The Authority shall specify any such requirements at the time of appointment of a temporary administrator or at the time of any variation of the terms of appointment of a temporary administrator. In any case, the temporary administrator may exercise the power to convene a general meeting of the shareholders of the institution and to set the agenda of such a meeting only with the prior consent of the Authority.

(6) The Authority may require that a temporary administrator draws up reports on the financial position of the institution and on the acts performed in the course of its appointment, at intervals set by the Authority and at the end of his or her mandate.

(7) The appointment of a temporary administrator shall not last more than one year. That period may be exceptionally renewed if the conditions for appointing the temporary administrator continue to be met. The Authority shall be responsible for determining whether conditions are appropriate to maintain a temporary administrator and justifying any such decision to shareholders.

(8) Subject to this regulation, the appointment of a temporary administrator shall not prejudice the rights of the shareholders in accordance with European Union or Maltese company law.

(9) The liability of the temporary administrator may be limited for acts and omissions in the discharge of his or her duties as temporary administrator in accordance with sub-regulation (3).

(10) A temporary administrator appointed pursuant to this regulation shall not be deemed to be a shadow director or a de facto director under Maltese law.