Fadel Abdulbaqi Al Ali
Chairman
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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 10 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.
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Legislative Committee
The Legislative Committee assists the Board in discharging its policymaking and legislative functions, including the development of the regulatory framework for financial services conducted in or from the DIFC. The Committee 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 propose primary legislation to the President of the DIFC for recommendation for enactment by His Highness Sheikh Mohammed Bin Rashid Al Maktoum, Vice President and Prime Minister of the UAE and Ruler of Dubai.
During 2023 the Committee members were:
* External member
** Executive memeber
The role of the Committee is to propose to the Board legislation and rules which align with the DFSA’s regulatory approach and meet international standards. The Committee’s agenda is proposed by the Executive in consultation with the Chair of the Committee.
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.
Audit Committee members in 2023 were:
During 2023, the Committee reviewed the audit report prepared by external auditors on the financial statements for 2022 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. The Committee recommended to the Board the transfer of the 2022 surplus to the Reserve of the DFSA.
The Committee completed an annual evaluation of the effectiveness of the external auditors. The Committee also reviewed the external auditors’ plan for their review of the financial statements for the year ended 31 December 2023. The Committee reviewed the draft budget for 2024 prepared by the Executive and recommended it for approval by the Board.The Committee also reviewed financial projections for the next three years.
Throughout the year, the Committee maintained oversight of the financial performance of the organisation. The Committee also provided oversight of the DFSA’s systems of internal control, including internal financial controls, information security and insurance arrangements, the cyber security framework, the business continuity management framework, and the activity of the internal audit function.
As part of the Committee-approved 2023 audit plan, the internal audit function delivered assurance in relation to the supervisory framework, financial crime risk screening, and the listing rules. The internal audit function also engaged a thirdparty to complete a technical cyber security assessment.
Risk Committee
The primary function of the Risk Committee is to advise the Board regarding risks that could affect the DFSA’s reputation or ability to meet its regulatory objectives, the DFSA’s tolerance level for such risks, and the risk culture of the DFSA. The Committee also assists the Board in considering risk mitigation measures and monitoring their implementation.
Risk Committee members in 2023 were:
** Ex Officio Member
During 2023, the Risk Committee held two meetings, during which it carried out the following regular activities:
The Committee approved further updates to the DFSA Risk Management Framework regarding the management of thirdparty/ vendor risks.
Governance and Nominations Committee
The primary function of the Governance and Nominations Committee is to assist the Board to fulfil its supervisory responsibilities in respect of the operations of the Board, to make recommendations to the Board regarding the appointment of new Board members, and to develop a succession plan for the DFSA. The Committee also considers governance issues and makes recommendations to the Board in this regard.
Governance and Nominations Committee members in 2023 were:
* Executive member
The Committee oversaw the process of searching for Non-Executive Directors to join the Board following the retirement of three members. It considered the skills and experience of current Board members, as well as the DFSA’s future requirements and the DIFC’s strategic objectives, in order to make proposals to the Board regarding future Board appointments. The Committee considered several potential candidates and shortlisted a small number for interview. The Committee subsequently made recommendations to the Board regarding appointments.
The Committee also conducted a review of the membership of the Financial Markets Tribunal. On the recommendation of the Committee, the Board re-appointed four members to the Financial Markets Tribunal for a further three-year term and appointed a new member, Mr Ian Abrams. In October 2023, the Board appointed Mr Tim Herrington as President of the Financial Markets Tribunal, following the retirement of the previous President.
The Committee considered a review of the DFSA’s complaints policy and process.
At the Committee’s request, during 2023 the DFSA’s conflict
of interests’ policy was comprehensively reviewed to ensure it continued to align with best practice, globally.
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’s staff.
Remuneration Committee members in 2023 were:
During 2023, the Committee made recommendations to the Board on the overall distribution of salary adjustments for 2023, following a detailed and comprehensive review of the DFSA’s remuneration positioning strategy. This included a review of market conditions, including inflationary trends. The Committee also made recommendations to the Board in respect of bonus awards for DFSA employees, reflecting performance in 2022.
The Committee reviewed the progress and development of all employees, with a particular focus on the career progression of UAE Nationals, including broader efforts to maintain and build regulatory skills.
The Committee considered a range of other human resources matters and projects, including recruitment, talent development, succession planning, budget, and headcount requirements. The Committee also considered and approved amendments to certain HR policies.
Financial Markets Tribunal
The Financial Markets Tribunal (FMT) is a tribunal created under the Regulatory Law 2004 to hear and determine any reference, that is, to review a decision of the DFSA, where DIFC legislation provides that a matter may be referred to the FMT for review.
The FMT also has jurisdiction to hear and determine any regulatory proceeding, where DIFC legislation provides that such a proceeding may be commenced before the FMT.
A decision of the FMT may, with permission from the FMT or DIFC Court, be appealed to the DIFC Court on a point of law.
The FMT’s members are appointed by the DFSA Board of Directors, but it is operationally independent of the Board and the DFSA Executive.
At the end of September 2023, His Honour David Mackie CBE KC retired as President of the FMT and was replaced by Judge Tim Herrington. Two further members of the FMT stood down in 2023, namely Bankim Thanki KC and Jeremy Gauntlett KC.
FMT members in 2023 were:
* Refer to the DFSA website for their profiles
In 2023, the FMT delivered three decisions in respect of cases that were considered during 2022, two of which related to the costs of those matters. One further reference that was made to the FMT in 2022 was settled prior to any hearing of the matter. The FMT’s decisions in the various matters considered in 2023 are published on the FMT section of the DFSA’s website. There are no cases currently pending.
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 assist the professional growth and career development of young UAE Nationals.
Emirati Working Group Committee Members in 2023 were:
* Executive member
During 2023, the Emirati Working Group received reports on the development of UAE National staff through ‘onjob’ experience and training. The Emirati Working Group also received reports and advised on the DFSA’s talent management initiatives, including learning and development and staff secondments.
The Emirati Working Group Chair periodically engaged with UAE Nationals throughout the year to discuss their career development and oversaw a plan for greater involvement of UAE Nationals in local and international stakeholder engagement.
The Tomorrow’s Regulatory Leaders Programme ran smoothly in 2023 with changes to the programme delivering an engaging experience for UAE Nationals. A year-long assignment in the Supervision Division advanced further the knowledge and skills of young UAE Nationals.
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