Where it is resolved by a meeting of creditors and customers to establish a creditors’ committee for the purposes of the special administration, the creditors’ committee must consist of at least three and not more than five persons elected at the meeting.

Where paragraph (1) applies, before receiving nominations for members of the creditors’ committee, the administrator will set out the maximum number of members to be elected onto the creditors’ committee by each class of voter so as to ensure that the make-up of the creditors’ committee is a reflection of all parties with an interest in the achievement of the special administration objectives.

A person claiming to be a customer is entitled to be a member of the creditors’ committee provided that that person’s relevant funds claim has neither been wholly disallowed for voting purposes, nor wholly rejected for the purpose of settling relevant funds claims.

A body corporate may be a member of the creditors’ committee, but it cannot act as such otherwise than by a representative appointed under rule 74.

The creditors’ committee does not come into being and accordingly cannot act until the administrator has issued a certificate of its due constitution.

If the chair of the meeting of creditors and customers which resolves to establish the creditors’ committee is not the administrator, the chair must as soon as is reasonably practicable give notice of the resolution to the administrator and inform the administrator of the names and addresses of the persons elected to be members of the creditors’ committee.

No person may act as a member of the creditors’ committee unless and until they have agreed to do so and, unless the relevant proxy or authorisation contains a statement to the contrary, such agreement may be given by their proxy-holder present at the meeting establishing the creditors’ committee or, in the case of a corporation, by its duly appointed representative.

The administrator’s certificate of the creditors’ committee’s due constitution must not be issued before the persons elected to be members of the creditors’ committee in accordance with rule 69 have agreed to act and must be issued as soon as is reasonably practicable thereafter.

If any further members are elected onto the creditors’ committee at a later date, the administrator must issue an amended certificate as and when those persons have agreed to act.

A copy of the certificate, and of any amended certificate, must be sent to the registrar of companies by the administrator, as soon as is reasonably practicable.

If after the establishment of the creditors’ committee there is any change in its membership, the administrator must as soon as is reasonably practicable report the change to the registrar of companies by filing a copy of the amended certificate.

In addition to any functions conferred on the creditors’ committee by any provision of the Regulations, the creditors’ committee must assist the administrator in discharging the administrator’s functions, and act in relation to the administrator in such manner as may be agreed from time to time.

Subject to paragraphs (3) to (7), meetings of the creditors’ committee must be held at a time and place determined by the administrator.

The administrator must call a first meeting of the creditors’ committee to take place within six weeks of the creditors’ committee’s establishment.

Subject to paragraph (7), the administrator must give five business days’ written notice of the venue of any meeting to every member of the creditors’ committee (or their representative designated for that purpose) unless in any case the requirement of notice has been waived by or on behalf of any member. Waiver may be signified either at or before the meeting.

The FCA must also be given the notice in paragraph (5).

Where the administrator has determined that a meeting should be conducted and held in the manner referred to in rule 80, the notice period mentioned in paragraph (5) is seven business days.

The chair at any meeting of the creditors’ committee must be the administrator, or a person appointed by the administrator in writing to act.

A member of the creditors’ committee may, in relation to the business of the creditors’ committee, be represented by another person duly authorised by the member for that purpose.

A person acting as a representative of a creditors’ committee member must hold a letter of authority entitling them so to act (either generally or specially) and authenticated by or on behalf of the creditors’ committee-member.

For the purpose of paragraph (2), any proxy in relation to any meeting of creditors, or customers, or creditors and customers must, unless it contains a statement to the contrary, be treated as a letter of authority to act generally, authenticated by or on behalf of the creditors’ committee-member.

The chair at any meeting of the creditors’ committee may call on a person claiming to act as a creditors’ committee-member’s representative to produce the letter of authority, and may exclude that person if it appears that their authority is deficient.

Where a member’s representative authenticates any document on the member’s behalf, the fact that the representative so authenticates must be stated below the authentication.

If the cause of termination is the member’s bankruptcy, their trustee in bankruptcy must replace them as a member of the creditors’ committee.

A person to whom paragraph (1)(d) applies must not have their membership terminated if they are also a creditor of the institution but the administrator may require them to resign if the administrator thinks that the make-up of the creditors’ committee does not reflect all parties with an interest in the achievement of the special administration objectives.

A member of the creditors’ committee may be removed by resolution at a meeting of creditors and customers, at least fourteen days’ notice having been given of the intention to move that resolution.

The resolution in paragraph (1) will be voted on only by the relevant class of voter in respect of the member to be removed.

The following applies if there is a vacancy in the membership of the creditors’ committee.

At any meeting of the creditors’ committee, each member of it (whether present or represented) has one vote, and a resolution is passed when a majority of the members present or represented have voted in favour of it.

Every resolution passed must be recorded in writing and authenticated by the chair, either separately or as part of the minutes of the meeting, and the record must be kept with the records of the proceedings.

This rule applies to any meeting of a creditors’ committee held under these Rules.

Where the administrator considers it appropriate, the meeting may be conducted and held in such a way that persons who are not present together at the same place may attend it.

Where a meeting is conducted and held in the manner referred to in paragraph (2), a person attends the meeting if that person is able to exercise any rights which that person may have to speak and vote at the meeting.

In making the arrangements referred to in paragraph (5) and in forming the opinion referred to in paragraph (6)(b), the administrator must have regard to the legitimate interests of the creditors’ committee members or their representatives attending the meeting in the efficient despatch of the business of the meeting.

This rule applies to a request to the administrator of a meeting under rule 80 to specify a place for the meeting.

The request must be made within five business days of the date on which the administrator sent the notice of the meeting in question.

The notices required by paragraphs (3)(a) and (c) may be given at the same or different times.

Where the administrator has specified a place for the meeting in response to a request to which this rule applies, the chair of the meeting must attend the meeting by being present in person at that place.

The administrator may seek to obtain the agreement of members of the creditors’ committee to a resolution by delivering to every member of the creditors’ committee (or designated representative) a copy of the proposed resolution.

Where the administrator makes use of this procedure, the administrator must notify each member or their representative of each proposed resolution on which a decision is sought.

The FCA must also be notified of each proposed resolution under this rule.

Any member of the creditors’ committee may, within seven business days of the date of the administrator notifying them of a resolution, require the administrator to summon a meeting of the creditors’ committee to consider matters raised by the resolution.

In the absence of such a request, the resolution is deemed to have been passed by the creditors’ committee if and when the administrator is notified in writing by a majority of the members that they agree with the resolution.

A copy of every resolution passed under this rule, and a note that the creditors’ committee’s concurrence was obtained, must be kept with the records of the proceedings.

Where the creditors’ committee resolves to require the attendance of the administrator under paragraph 57(3)(a), the notice to the administrator must be in writing, authenticated by the majority of the members of the creditors’ committee for the time being.

A member’s authentication under paragraph (1) may be made by that member’s representative.

The meeting at which the administrator’s attendance is required must be fixed by the creditors’ committee for a business day, and must be held at such time and place as the administrator determines.

The administrator must notify the FCA of the time and place of the meeting.

Where the administrator so attends, the members of the creditors’ committee may elect any one of their number to be chair of the meeting, in place of the administrator or the administrator’s nominee.

The administrator must pay any reasonable travelling expenses directly incurred by members of the creditors’ committee or their representatives in relation to their attendance at the creditors’ committee’s meetings, or otherwise on the creditors’ committee’s business.

Where the expenses referred to in paragraph (1) are incurred by a customer member of the creditors’ committee, the expenses will be paid out of the relevant funds as an expense of the special administration in the order of priority of payments laid down by rule 99.

Where the expenses referred to in paragraph (1) are incurred by a creditor member of the creditors’ committee, the expenses will be paid out of assets of the institution as an expense of the special administration in the order of priority of payments laid down by rule 98.

Paragraph (1) does not apply to any meeting of the creditors’ committee held within six weeks of a previous meeting, unless the meeting in question is summoned at the instance of the administrator.

Membership of the creditors’ committee does not prevent a person from dealing with the institution while it is in special administration, provided that any transactions in the course of such dealings are in good faith and for value.

The court may, on the application of any person interested, set aside any transaction which appears to it to be contrary to the requirements of this rule, and may give such consequential directions as it thinks just for compensating the institution for any loss which it may have incurred in consequence of the transaction.