77A. Appointment of Manager
(1) The DFSA may by written notice require an Authorised Firm to appoint an individual to act (or one or more individuals to act jointly) as manager of the business of the Authorised Firm and shall specify in the notice the terms of the appointment and whether the manager is to be appointed:
(a) to replace the management of the Authorised Firm; or
(b) to work with the management of the Authorised Firm.
(2) An individual appointed to act as a manager under (1) must:
(a) have sufficient qualifications and experience, and be a fit and proper person, to act as a manager; and
(b) be nominated or approved by the DFSA.
(3) The DFSA may require a manager to be appointed under (1):
(a) where it considers it necessary or desirable:
(i) to determine or address concerns about the solvency of the Authorised Firm or whether it is complying with prudential requirements;
(ii) for the orderly transition of the Authorised Firm from one set of owners or controllers to a new set of owners or controllers; or
(iii) to wind down the operations of the Authorised Firm to protect customers of the Authorised Firm; or
(b) where it has reasonable grounds to suspect that the Authorised Firm has committed serious contraventions of the law and the appointment is necessary or desirable;
(i) to ensure that customers or regulated entities are not adversely affected; or
(ii) to maintain the integrity of the DIFC.
(4) The appointment of a manager shall be by way of a contract between the Authorised Firm and the manager and the contract shall include the requirement that the Authorised Firm pay the remuneration and costs of the manager.
(5) The notice may specify any matters that the DFSA considers necessary to give effect to the appointment including that the directors are to be removed, are not to perform specified functions or are to obtain the consent of the manager before making decisions.
(6) The DFSA may, by written notice given to the Authorised Firm, vary the terms of the appointment of the manager under (1).
(7) A manager appointed under this Article:
(a) shall not be treated as a director (formally or de facto) of the Authorised Firm; and
(b) is not liable for damages in respect of anything done or omitted to be done in good faith for the purposes of, or in connection with, the performance of functions under the appointment.
(8) The procedures in Schedule 3 apply to a decision of the DFSA under this Article.
(9) If the DFSA decides to exercise its power under this Article, the Authorised Firm may refer the matter to the FMT for review.