S.L. 330.9 Art. 35Special management.

(1) The Resolution Committee may appoint a special manager to replace the board of directors of the institution under resolution. The Resolution Committee shall make public the appointment of a special manager. The special manager shall have the qualifications, ability and knowledge required to carry out his or her functions.

(2) The special manager shall have all the powers of the shareholders and the board of directors of the institution. However, the special manager may only exercise such powers under the control of the Resolution Committee.

(3) The special manager shall have the statutory duty to take all the measures necessary to promote the resolution objectives referred to in regulation 31 and implement resolution actions according to the decision of the Resolution Committee. Where necessary, that duty shall override any other duty of management in accordance with the statutes of the institution or Maltese law, insofar as they are inconsistent. Those measures may include an increase of capital, reorganisation of the ownership structure of the institution or takeovers by institutions that are financially and organisationally sound in accordance with the resolution tools referred to in regulations 37 to 58.

(4) The Resolution Committee may set limits to the action of a special manager or require that certain acts of the special manager be subject to the Resolution Committee’s prior consent. The Resolution Committee may remove the special manager at any time.

(5) The special manager shall draw up reports for the Resolution Committee on the economic and financial situation of the institution and on the acts performed in the conduct of his or her duties, at regular intervals set by the Resolution Committee and at the beginning and the end of his or her mandate.

(6) A special manager shall not be appointed for more than one year. That period may be renewed, on an exceptional basis, if the Resolution Committee determines that the conditions for appointment of a special manager continue to be met.

(7) Where the Resolution Committee intends to appoint a special manager in relation to an entity affiliated to a group and one or more European resolution authorities intend to appoint a special manager in relation to another entity affiliated to the same group, the Resolution Committee shall, together with the European resolution authorities concerned, consider whether it is more appropriate to appoint the same special manager for all the entities concerned in order to facilitate solutions redressing the financial soundness of the entities concerned.

(8) In the event of insolvency, where Maltese law provides for the appointment of insolvency management, such management may constitute special management as referred to in this regulation.