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 those 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 2019 LegCo members were:

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

* External member

** Ex-Officio

*** Executive member

Decisions on LegCo’s workload are taken by the Executive in consultation with the Chairman of the Committee. In many instances, the agenda items are the result of the DFSA’s commitment to have a regulatory regime that is in line with international standards and developments. In 2019, LegCo recommended to the Board changes to the DFSA’s regulatory regime across a wide range of subjects. These included to:

• introduce Fund Platforms into the DFSA Rrulebook and to allow for Funds to be managed in the DIFC using such a Platform;
• recognise a new Funds Protocol setting out how domestic funds could be marketed and sold to investors in the United Arab Emirates (UAE). This followed the agreement between the Emirates Securities and Commodities Authority, the DFSA and the Financial Services Regulatory Authority (ADGM) to facilitate the passporting of funds between the three jurisdictions;
• allow for Property Investment Crowdfunding, to reflect the increased interest from firms wishing to finance different types of assets, in this case, property;
• enhance the DFSA’s processes for making and publicising regulatory decisions, including those made following enforcement investigations;
• introduce a regime for the regulation of Employee Money Purchase schemes, following the announcement by DIFCA of plans to change the arrangements for End of Service Gratuities in the DIFC; and
• a number of miscellaneous changes, including on the level of the DFSA’s reserves and on the rules for Suitability.
LegCo agreed to publication of a number of Consultation Papers, the proposals in which were subsequently enacted during 2019. These included consultations on regulatory decision making, Employee Money Purchase schemes and the miscellaneous issues referred to above.
LegCo also agreed to consultations being published on a number of issues, where final proposals for enactment have not yet been brought forward. These consultations covered:
• Provision of Money Services (CP125);
• SME listings (CP129);
• Further miscellaneous issues (CP130);
• Recovery and Resolution (CP131).
In each of the above areas, the DFSA expects to make changes to its regime, by making final rules, during 2020. Lastly, LegCo were provided with updates on the progress that was being made to create a DIFC Digital Assets regime, and also in respect of the Financial Action Task Force (FATF) Mutual Evaluation of the UAE’s regime to counter money laundering, terrorism financing and sanctions violations.

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.

Audit Committee members in 2019 consisted of:

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

During 2019, the Committee reviewed the audit report prepared by external auditors on the Financial Statements for 2018 and discussed this with the auditors. The DFSA’s financial statements were assessed as being presented fairly and in accordance with International Public Sector Accounting Standards for the year ended 31 December 2018.

The Committee approved the appointment of a new Head of Internal Audit during 2019. This has enhanced the skills and experience within the internal audit function, helping to ensure that it has developed in line with the increasing size and complexity of the DIFC as a leading international financial centre. During the year, the internal audit function conducted a maturity assessment of the DFSA’s ethics programme and a review of the DFSA’s disaster recovery arrangements. It also completed a comprehensive follow-up of an earlier review of the implementation of the DFSA’s risk tolerance within the risk-based supervisory approach.

In addition, the Committee engaged a third-party to provide an independent assessment of the DFSA’s IT security framework against relevant international best practices. The Committee also oversaw an independent third-party review of the DFSA’s Health, Safety & Environment arrangements. The Committee reviewed the draft budget for 2020 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 2019 were:

  • Robert Owen (Chairman)
  • Fadel Abdulbaqi Al Ali
  • Abdul Wahid Al Ulama
  • Charles Flint QC
  • Swee Lian Teo
  • Saeb Eigner*
  • Bryan Stirewalt

* Ex Officio

During 2019, 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 ongoing efforts by the DFSA to mitigate the main (non-firm specific) risks that it faces, as set out in the 2019 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;
  • Reviewed the proposed 2020 Risk Inventory, prepared by the Executive, to determine which (non firm specific) risks should be considered the highest priority risks that the DFSA faces;
  • Reviewed the DFSA’s 2019 Risk Tolerance Statement, with support from the Executive. This is used to guide the Executive in their business planning and day-to-day decision-making. This involved canvassing the opinions of Board 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.

The Committee also discussed, during 2019, the further development of the DFSA’s risk culture. Such discussions have focused on various initiatives the Executive has put in place to enhance the way risk is identified, assessed, mitigated and monitored within the organisation. These initiatives aim to strengthen our risk-based approach to regulation and equip DFSA staff with better tools and processes to address risk issues.

The Committee also considered the DFSA’s approach to effective crisis management, covering both regulatory and operational crises. This included consideration of a review into crisis management by the Executive and the recommendations therein. Further work on enhancing the DFSA’s approach to crisis management will be undertaken in 2020.

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, to make recommendations to the Board in terms of new Board members, and to develop a succession programme. The Committee also develops and recommends to the Board a set of corporate governance principles.

Governance and Nominations Committee members in 2019 were:

  • The Hon Apurv Bagri (Chairman)
  • Lord Currie of Marylebone
  • J Andrew Spindler
  • Swee Lian Teo
  • Bryan Stirewalt
  • Saeb Eigner*
  • *Ex Officio

During 2019 the Committee managed the process of identifying a potential candidate to replace Lord Currie, who retired from the Board at the end of 2019, as a Non-Executive Director. The Committee engaged an international firm of head-hunters, which conducted a lengthy and extensive global search for suitable candidates. The Committee also assessed the Board’s requirements for external advisers and made recommendations to the Board in this regard.

In addition, the Committee oversaw the recruitment of a new Managing Director to lead the Supervision Division, following the appointment of Bryan Stirewalt, who formerly held that role, as Chief Executive.

The Committee also reviewed and considered the operation of certain sections of the DFSA’s Code of Values and Ethics.

Remuneration Committee

The primary function of the Remuneration Committee is to make 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 2019 were:

  • Lord Currie of Marylebone (Chairman)
  • Fadel Abdulbaqi Al Ali
  • The Hon Apurv Bagri
  • Bryan Stirewalt (Chief Executive)
  • Saeb Eigner*
  • * Ex Officio

During 2019, 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 2019, 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 deflationary trends and local practice. The Committee also made recommendations to the Board on the level of bonuses for DFSA employees reflecting performance in 2018. The Committee also considered and approved amendment to HR policies needed as a consequence of the 2019 DIFC Employment Law, DIFC Law No. 2 of 2019 and other policy amendments.

The Committee reviewed progress and use of approved resources for the development of UAE National talent through the Taqadum and TRL Programmes. The Committee also considered during the year a range of other Human Resources matters, including talent development, succession planning, budgets and headcount.

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 2019, 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
  • Lord Currie of Marylebone
  • Swee Lian Teo
  • Muna Dandan*** (Executive Member and Dean of the TRL Programme)
  • Waleed Saeed Al Awadhi***
  • Arif Sayed***
  • *** Executive member

During 2019, the Emirati Working Group supported the talent development of UAE Nationals in the DFSA and advised on the launch of a new initiative to develop UAE Nationals within the support and operations areas of the business as well supporting DFSA’s efforts to arrange reciprocal secondments with other regulatory agencies.

The Chairman periodically engaged with UAE nationals throughout the year about various aspects of employee engagement and enhancing the employee experience.