EBA · 2015_2314 Final Q&A

Appointment of management body of a bridge institution

Regulation
Directive 2014/59/EU (BRRD)
Article
41, para. 1
Topic
Resolution tools and powers
Submitted by
Competent authority
Submitted
2015-09-22
Answered
2015-10-16
Answer provided by
ESAs (EBA, ESMA, EIOPA)

Question

Can the resolution authority appoint the first management body of the bridge institution at the time of its creation? Should the resolution authority appoint a temporary management body until the shareholders can meet and decide on the institution’s management body?

Background

Article 41 (1) (b) of Directive 2014/59/EU (BRRD) (Operation of a bridge institution) provides that “Member States shall ensure that the operation of a bridge institution respects the following requirements: (b) subject to the bridge institution’s ownership structure, the resolution authority either appoints or approves the bridge institution’s management body”. Even though the wording of the provision is clear, there might be practical concerns. Since the shareholders of the bridge institution can be the resolution fund but also other entities or persons whose claims or debt instruments were converted, it might prove difficult to have an appointment by the shareholders of the management body of the bridge institution right after the creation of the bridge institution by the resolution authority.

Answer

Article 41 (1) (b) provides for a double alternative as regards the appointment of the management body of the institution depending on the ownership structure of the institution. Where the ownership structure is fragmented and it is not possible for the majority shareholders to directly and swiftly appoint the members of the management body, the resolution authority should appoint those members, until the shareholders can meet and decide upon the institution 19s management body. In that case the resolution authority shall approve the members so designated. Disclaimer: This question goes beyond matters of consistent and effective application of the regulatory framework. A Directorate General of the Commission (Directorate General Financial Stability, Financial Services and Capital Markets Union) has prepared the answer, albeit that only the Court of Justice of the European Union can provide definitive interpretations of EU legislation. This is an unofficial opinion of that Directorate General, which the European Banking Authority publishes on its behalf. The answers are not binding on the European Commission as an institution. You should be aware that the European Commission could adopt a position different from the one expressed in such Q&As, for instance in infringement proceedings or after a detailed examination of a specific case or on the basis of any new legal or factual elements that may have been brought to its attention.

Original source: European Banking Authority, Q&A ID 2015_2314

This Q&A is published by European Banking Authority and is non-binding. It does not constitute legal advice. Updated weekly from official ESA sources.

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