S.L. 330.9 Art. 3Powers and duties of the Resolution Committee.

(1 It shall be the duty of the Resolution Committee to carry out the functions and duties assigned to it by the Act and these regulations. The Resolution Committee shall be empowered to apply the resolution tools and exercise the resolution powers.

(2) The Resolution Committee shall have the power to:

(a) remove and replace the senior management and directors and recover monies from responsible persons;

(b) appoint a temporary administrator to take control of and manage the affected institution with the objective of restoring the institution, or parts of its business, to ongoing and sustainable viability;

(c) require, where necessary, the adoption of appropriate measures such as a change to an institution’s business practices, structure or organization;

(d) operate and resolve the institution, including terminating contracts, continuing or assigning contracts, purchase or sell assets, write-down debt and take any other action necessary to restructure or wind down the institution’s operations;

(e) ensure continuity of critical services and functions by requiring other companies in the same group to continue to provide essential services to the entity in resolution, any successor or an acquiring entity;

(f) ensure that the residual entity in resolution can temporarily provide critical services to a successor or an acquiring entity or procuring necessary services from unaffiliated third parties;

(g) override rights of shareholders of the institution in resolution, including the requirement for approval by shareholders of particular transactions in order to permit a merger, acquisition, sale of substantial business operations, recapitalization or other measures to restructure and dispose of the institution’s business or its liabilities and assets;

(h) transfer or sell assets and liabilities, legal rights and obligations, including deposit liabilities and ownership in shares, to a solvent third party, notwithstanding any requirements for consent or novation that would otherwise apply;

(i) make a rapid valuation of assets and liabilities of a failing entity;

(j) establish a temporary bridge institution to take over and continue operating certain critical functions and viable operations of a failed institution;

(k) establish a separate asset management vehicle and transfer to the vehicle for management and run-down non-performing loans or difficult-to-value assets;

(l) carry out bail-in within resolution as a means to achieve or help achieve continuity of critical functions either by recapitalizing the entity that is no longer viable, or by capitalizing a newly established entity or bridge institution to which these functions have been transferred following closure of the non-viable institutions;

(m) temporarily stay the exercise of early termination rights that may otherwise be triggered upon entry of an institution into resolution or in connection with the use of resolution powers;

(n) impose a moratorium with a suspension of payments to unsecured creditors and customers, other than for payments and property transfers to central counterparties and those entered into the payment, clearing and settlement systems, and to stay on creditor actions to attach assets or otherwise collect money or property from the institution, while protecting the enforcement of eligible netting and collateral arrangements;

(o) ensure that the ‘no creditor worse off principle’ is respected;

(p) effect the closure and orderly wind-up of the whole or part of a failing institution with timely pay out or transfer of insured deposits and prompt access to transaction accounts and to safeguard client funds.

(3) For the purposes of this regulation, the Resolution Committee shall adopt and make public any necessary relevant internal rules, including rules regarding professional secrecy and information exchanges between the different functional areas.

(4) The Resolution Committee shall cooperate closely with the Authority in the preparation, planning and application of resolution decisions.

(5) The Resolution Committee shall seek the approval, in writing, of the Ministry responsible for Finance prior to taking any decisions that may have a direct fiscal impact or which have systemic implications. The Resolution Committee shall inform the Minister responsible for finance of any decisions taken pursuant to the Act where transposing the BRRD or to these regulations.

(6) Any decisions taken by the Authority and the Resolution Committee in accordance with the Act transposing the BRRD and these regulations, shall take into account the potential impact of such a decision in all the Member States where the institution or the group operates and shall minimise the negative effect on the financial stability and negative economic and social effects in those Member States.

(7) The Resolution Committee shall have the expertise, resources and operational capacity to apply resolution actions, and shall be able to exercise its powers with the speed and flexibility that is necessary to achieve the resolution objectives.

(8) The Resolution Committee shall inform the EBA of its specific functions and responsibilities.