Article 44 Special management

1.   Member States shall ensure that resolution authorities may appoint a special manager to replace the administrative, management or supervisory body of the undertaking under resolution. Member States shall further ensure that the special manager has the qualifications, ability and knowledge to carry out his or her functions. Member States may provide that a resolution authority may appoint several special managers.

2.   The special manager shall have all the powers of the shareholders and of the administrative, management or supervisory body of the undertaking under resolution. The special manager shall exercise those powers under the control of the resolution authority. The resolution authority may limit the actions of the special manager or require prior consent for certain acts.

The resolution authority shall make public the appointment referred to in paragraph 1 and the terms and conditions attached to that appointment.

3.   The special manager shall have the statutory duty to take all the measures necessary to promote the resolution objectives and implement resolution actions taken by the resolution authority. In the event of inconsistency or conflict with any other duty of management laid down in the statutes of the undertaking or in national law, that statutory duty shall override such other duty.

4.   Member States shall require that the special manager draw up reports for the resolution authority that appointed him or her, at regular intervals set by the resolution authority and at the beginning and the end of his or her mandate. Those reports shall describe in detail the financial position of the undertaking under resolution and state the reasons for the measures taken.

5.   The special manager shall not be appointed for more than one year. That period may be renewed, if the resolution authority determines that the conditions for appointment of a special manager continue to be met.

6.   The resolution authority may remove the special manager at any time.