AR

Our Structure
Governance
Board of Directors
Executive Team
Financial Markets Tribunal
Board Committees
 

Our Structure

Governance

​​​​​The Regulatory Law 2004 provides that the DFSA shall be comprised of the Chairman of the DFSA, the DFSA Board of Directors, the Regulatory Appeals Committee and other Committees of the Board as may be duly appointed from time to time, the Financial Markets Tribunal and the Chief Executive and members of his staff.

In addition to the Committees required by statute, the Board has established 4 Committees to assist it in discharging its functions. These are the Legislative Committee, Governance and Nominations Committee, Audit and Risk Committee and the Remuneration Committee. These Committees form a solid platform for good governance, efficiency and redress.

Some Committees include Members who are not Members of the Board, while the Chairman of the DFSA Board is an ex-officio Member of all Board Committees, except the Audit and Risk Committee and the Regulatory Appeals Committee.

DFSA Values and Ethics

The DFSA Values reflect the core DIFC operating principles of Integrity, Transparency and Efficiency and are firmly embedded in the DFSA’s Rules and Procedures and in the DFSA Code of Values and Ethics for employees.

The Code sets appropriate international best practice standards, in relation to the use of confidential regulatory information, conflicts of interest and the giving and receiving of gifts and benefits. It is designed to complement the conflict of interest and confidentiality provisions in the Regulatory Law 2004.

The DFSA Board of Directors has adopted a similar Code of Values and Ethics appropriate for members of the Board, Committees and Tribunals and can be viewed here.

Board of directors

The DFSA Board oversees the DFSA Chief Executive and staff and are appointed by His Highness Sheikh Maktoum Bin Mohammed Bin Rashid Al Maktoum, President of the DIFC, for a three year term. The structure has been designed to ensure a transparent separation of day-to-day regulatory activities from the oversight of the DFSA’s regulatory performance. The Board provides governance that is characterised by vigilance, accountability and fairness. Directors are governed by a Code of Values and Ethics that sets out procedures for reporting and managing any potential, perceived or actual conflicts of interest. A copy of the Code is available here.

The Board typically meets six times per year. The Board’s Committees meet as needed, with most of them meeting two or three times per year. Beginning in 2014, a summary of outcomes for each of the Board meetings is available, to view please click on the month below:

The Board currently consists of 11 Directors and all but the Chief Executive are independent non-Executive Directors. The Members of the Board are leading industry, legal and regulatory experts drawn from major international financial jurisdictions.

Members of the Board

 
 

EXECUTIVE TEAM

 
 

Financial Markets Tribunal

The Financial Markets Tribunal (FMT) was created under the Regulatory Law 2004. It hears and determines References and Regulatory Proceedings.

References

A Reference is a proceeding in front of the FMT to review a decision of the DFSA. The FMT conducts a full merits review of any DFSA decision referred to it. It can take into account any relevant new evidence that came to light after the DFSA's original decision. The FMT may, among other things, affirm, vary or set aside the DFSA's original decision. The FMT can also remit the matter to the DFSA with directions as to how the DFSA should make its decision.

Regulatory Proceedings

A Regulatory Proceeding is a proceeding in front of the FMT to hear certain types of matters as prescribed under the Laws or Rules. For example, Regulatory Proceedings may arise between persons and include issues arising out of the supervision of an AMI; an offer of securitiezs, a takeover offer, merger or acquisition of shares, or any other matter prescribed in the Law or Rules. The FMT may, among other things, impose a fine, a censure, make different types of orders or prohibit a person from holding an office in the DIFC.

Appeals

The FMT or the DIFC Court may grant permission to a party to appeal the decision of the FMT to the DIFC Court. However, the appeal may only be on a point of law.

To access the Rules of Procedure of the FMT, please click here.

To access the Form 1 Notice of Appeal, please click here.

FMT Pending Matters



FMT Decisions

December 2015 – MAS CLEARSIGHT LIMITED

Members of the FMT

 
 

Board Committees

Legislative Committee

The Legislative Committee (LegCo) assists the Board in discharging its policy-making and legislative functions, including the development of the regulatory framework for financial services conducted in or from the DIFC. LegCo is responsible for the scrutiny of proposed legislative and Rulebook changes, ensuring proper consultation on such changes and recommending to the Board the final form of changes proposed. The Board has the power to make or amend rules, and will recommend primary legislation for enactment by His Highness Sheikh Mohammed Bin Rashid Al Maktoum, Vice President and Prime Minister of the UAE and Ruler of Dubai.

During 2017 LegCo members were:

  • Charles Flint QC (Chairman)
  • Abdul Wahid Al Ulama
  • Julie Dickson
  • Robert Owen
  • Michael Blair QC*
  • Peter Casey*
  • Saeb Eigner**
  • Ian Johnston***
  • Muna Dandan***
  • Peter Smith***

* External member

** Ex Officio

*** Executive member

Decisions on LegCo's workload are initially taken by the Executive in consultation with the Chairman of the Committee. In many instances, agenda items are the result of the DFSA's commitment to have a regime that is in line with international standards.

In 2017, LegCo recommended to the Board final changes on the regulation of loan-based crowdfunding, the first such regime to be introduced in the GCC region. LegCo approved consultation on, and then recommended final revisions to, the DFSA's regime for investment-based crowdfunding, as well as changes arising from the introduction of the Basel III standards in areas of capital and liquidity. In addition to these major policy projects, LegCo approved consultation, and later recommended final revisions, to update the DFSA's regulatory fees. In each of these matters, the DFSA Board subsequently made or amended rules, as appropriate.

Also in 2017, LegCo approved public consultation on enhancements to the DFSA's funds regime, as well as on a range of miscellaneous matters. The Committee considered responses to a public consultation on the use of financial technology (FinTech) to deliver innovation in the financial services industry, and the introduction of the DFSA's Innovation testing Licence. LegCo also considered the DFSA's approach to a resolution regime in the DIFC and approved publication of a Discussion Paper for public comment. The Committee also considered the development of family wealth management services in the DIFC, and discussed the mitigation of particular risks that fall within the responsibility of LegCo.

Audit Committee

The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities regarding the financial management of the DFSA, the adequacy of its systems of internal controls and the quality of its internal risk management process. The Chairman and Chief Executive are not members of the Audit Committee.

  • J Andrew Spindler (Chairman)
  • Fadel Abdulbaqi Al Ali
  • The Hon Apurv Bagri
  • Julie Dickson

During 2017, the Audit Committee reviewed the audit report prepared by external auditors on the Financial Statements for 2016 and discussed this with the auditors. The DFSA received an unqualified audit opinion in respect of the financial statements and the system of internal controls for the year ended 31 December 2016.

The Committee engaged a third party to conduct an independent compliance review in respect of the DFSA's Financial Approval Authority Matrix and to conduct an audit in respect of the payment of national pension contributions. The Committee also oversaw an independent assessment of the vulnerability of DFSA's IT security to external factors, as conducted by a third party.

In addition, the internal audit function conducted an audit of the key controls in Human Resources, reviewed the implementation of KPIs for investigation activity in Enforcement, and reviewed testing of Business Continuity arrangements.

The Committee reviewed the draft budget for 2018 prepared by the Executive and recommended it for approval by the Board.

Risk Committee

The primary function of the Risk Committee (RiskCo) is to assist the Board in identifying and assessing external and internal risks that could affect the DFSA's ability to meet its regulatory objectives and/or could impact negatively on the DFSA's reputation. The Committee also assists the Board in considering risk mitigation measures and monitoring their implementation.

Risk Committee members in 2017 were:

  • Robert Owen (Chairman)
  • Abdul Wahid Al Ulama
  • Charles Flint QC
  • Swee Lian Teo
  • Saeb Eigner*
  • Ian Johnston*

* Ex Officio

During 2017, the Risk Committee held three meetings at which it carried out the following regular activities:

  • debated current macro level and global issues and considered the extent to which these issues might impact on the DFSA or the development of the DIFC;
  • reviewed the Risk Inventory, prepared by the Executive, to determine whether the correct (non-firm specific) risks that it faces, as set out in the Risk Inventory, covering mitigating actions already in hand or planned, the level of residual risk the DFSA is exposed to, and whether supplemental measures should be adopted in relation to particular risks;
  • undertook, with support from the Executive, an update of the Board's Risk Tolerance Statement, which is used to guide the Executive in their business planning and day-to-day decision-making. This involved canvassing the opinions of RiskCo members concerning the extent of their concern about a variety of real or hypothetical scenarios; and
  • updated the Board's summary of the top broad risks facing the DFSA, also designed to guide decision making by the Executive

Governance and Nominations Committee

The primary function of the Governance and Nominations Committee is to assist the Board in fulfilling its supervisory responsibilities in respect of the operations of the Board and its management, to make recommendations to the Board in terms of new Board members, and to develop a succession programme. The Committee also develops and recommends a set of corporate governance principles to the Board. 

Governance and Nominations Committee members in 2017 were:

  • The Hon Apurv Bagri (Chairman)
  • Lord Currie of Marylebone
  • J Andrew Spindler
  • Swee Lian Teo
  • Ian Johnston
  • Saeb Eigner*

* Ex Officio

During 2017, the Committee reviewed the operations and requirements of the FMT and recommended to the Board the re-appointments of the President and other members of the Tribunal upon the expiry of their contracts. The Board approved the re-appointments as recommended by the Committee.

The Committee also reviewed the Board's membership and managed the process of identifying two potential new Board members, Swee Lian Teo and Julie Dickson, to compliment the Board's composition and to meet the Board's anticipated future requirements in terms of geographical and sector expertise. Both individuals were subsequently appointed by His Highness, Sheikh Maktoum Bin Mohammed Al Maktoum, President of the DIFC, on 1 September 2017.

The Executive reported to the Committee on complaints received during the reporting period 1 November 2016 to 31 October 2017 and their resolution.

Remuneration Committee

The primary function of the Remuneration Committee is tomake recommendations that will assist the Board to discharge its responsibilities relating to Human Resources.

The Committee's remit includes matters concerning remuneration and performance and policies applicable to the DFSA Board, Executive and staff.

Remuneration Committee members in 2017 were:

  • Lord Currie of Marylebone (Chairman)
  • Fadel Abdulbaqi Al Ali
  • The Hon Apurv Bagri
  • Saeb Eigner*
  • Ian Johnston**

* Ex Officio
**Ian Johnston stepped down on 6 December 2017

During 2017, the Committee made recommendations to the Board on adjustments to the remuneration of the senior management team, and on the overall distribution of salary adjustments for 2017, following a detailed and comprehensive review of the DFSA’s remuneration structure and remuneration positioning strategy. This included a comprehensive review of market conditions including inflationary trends.
 
The Committee also made recommendations to the Board on the level of bonuses for DFSA employees reflecting performance in 2016.
 
The Committee also considered the policy it had previously approved, enabling some employees to work flexible or reduced hours, provided that there was no adverse impact. The DFSA hoped that this flexibility would assist with recruitment and retention because it would better accommodate employees who had young children or other challenges that make it difficult to work longer hours. It was noted that since implementation of the policy, approval had been given allowing several employees to work flexible hours and there had been no negative impact on the operational efficiency of the DFSA.

The Committee also approved resources for the Taqadum Programme in view of its commitment to developing UAE National talent.
 

Rules of Procedure and Practice Directions

To access the former RAC Rules of Procedure, please click here.

RAC - Notice of Hearing, 2013:

12 February 2013: (2012) DFSARAC 9 - Cristal Capital Management (Dubai) Limited (in formation) acting by Mr Luis Freire - Hearing on the Merits

RAC - Notice of Withdrawal of Appeal, 2013:

7 February 2013: (2012) DFSARAC 9 - Cristal Capital (Dubai) Limited (in formation) acting by Mr Luis Freire

RAC - Notice of Hearing, 2012:

5 December 2012: (2012) DFSARAC 9 - Cristal Capital Management (Dubai) Limited (in formation) acting by Mr Luis Freire - Hearing on Application for Disclosure

RAC - Notice of Decision, 2012:

Emirati Working Group

The Emirati Working Group is a vehicle through which the Board seeks to promote the development of UAE National employees, and through which it oversees the TRL Programme, which has been designed to develop young UAE Nationals.

During 2017, membership of the Working Group included selected Board members and members of senior management as follows:

  • Abdulwahid Al Ulama (Chairman)
  • J Andrew Spindler
  • Fadel Abdulbaqi Al Ali
  • Swee Lian Teo
  • Waleed Saeed Al Awadhi (Executive Member)
  • Muna Dandan (Dean of the TRL Programme)
  • Arif Sayed