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 2018 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 2018, LegCo recommended to the Board changes to the DFSA’s Funds regime, including the introduction of exchange-traded funds (ETFs) as a specialist class of fund, requirements on liquidity management for openended funds, and enhancements to our regime for property funds.

LegCo recommended two sets of changes to our Anti-money Laundering (AML) regime, including changes to the Regulatory Law, to the regime for Designated Non-Financial Business or Professions (DNFBPs) and to the AML Module, and two sets of miscellaneous changes to the Rulebook, covering a wide range of issues. In each of these matters, the DFSA Board subsequently made or amended rules, as appropriate, or recommended law changes to His Highness Sheikh Maktoum Bin Mohammed Bin Rashid Al Maktoum, Deputy Ruler of Dubai and President of the DIFC.

Also in 2018, LegCo approved public consultation on the two sets of AML changes referred to above, and on two sets of miscellaneous changes, one set of which was enacted during the year. As part of the revision of the DIFC Companies Law, LegCo approved, jointly with the Dubai International Financial Centre Authority (DIFCA), consultation on changes to the Regulations for Investment Companies and Protected Cell Companies. The DIFCA Board later approved these changes.

Towards the end of the year, LegCo approved consultations on a Funds Protocol, agreed by the DFSA with Securities and Commodities Authority (SCA) and the Abu Dhabi Global Market’s (ADGM) Financial Services Regulatory Authority (FSRA), as well as on Funds Platforms, and on Property Crowdfunding.

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 2018, the Audit Committee reviewed the audit report prepared by external auditors on the Financial Statements for 2017 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 2017. The Committee engaged a third party to conduct an independent compliance review in respect of the DFSA’s End of Service Gratuity scheme and the payment of National Pension contributions. The Committee also oversaw an independent assessment of the vulnerability of the DFSA’s IT security to external factors and independent follow up to an earlier audit of the key controls in Human Resources, as conducted by third parties.

In addition, the internal audit function conducted a review of the implementation of the DFSA’s Risk Tolerance in relation to the risk based supervisory approach and reviewed testing of Business Continuity arrangements.

The Committee reviewed the draft budget for 2019 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 2018 were:

  • Robert Owen (Chairman)
  • Fadel Abdulbaqi Al Ali
  • Abdul Wahid Al Ulama
  • Charles Flint QC
  • Swee Lian Teo
  • Saeb Eigner*
  • Ian Johnston* replaced by Bryan Stirewalt as Chief Executive and Committee member on 1 October 2018.

* Ex Officio

During 2018, 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 2018 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 2019 Risk Inventory, prepared by the Executive, to determine which (non-firm specific) risks should be considered the highest priority risks that the DFSA faces;
  • Commenced, with support from the Executive, an exercise to produce the DFSA’s 2019 Risk Tolerance Statement, which is used to guide the Executive in their business planning and day-today 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.

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 2018 were:

  • The Hon Apurv Bagri (Chairman)
  • J Andrew Spindler
  • Swee Lian Teo
  • Ian Johnston* replaced by Bryan Stirewalt as Chief Executive and Committee member on 1 October 2018.
  • Saeb Eigner*

* Ex Officio

During 2018, the Committee managed the process of identifying suitable candidates to replace Ian Johnston as Chief Executive on his retirement from the DFSA at the end of September 2018. Following a lengthy and extensive global search for candidates, with the assistance of an international firm of recruiters, and a thorough interview process, the Committee recommended to the Board that the Managing Director
of Supervision, Bryan Stirewalt, be appointed as the new Chief Executive.

The Committee also engaged an international firm to conduct a review of the performance of the Board and its committees, which will be completed in early 2019. At the Committee’s request, during 2018 the DFSA’s Code of Values and Ethics was comprehensively reviewed to ensure it continued to align with best practice globally.

The Executive reported to the Committee on complaints received, during the reporting period 1 November 2017 to 31 October 2018, 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 2018 were:

  • Fadel Abdulbaqi Al Ali
  • The Hon Apurv Bagri
  • Saeb Eigner*

* Ex Officio

During 2018, 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 2018, 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 and local practice.

The Committee also made recommendations to the Board on the level of bonuses for DFSA employees reflecting performance in 2017. 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.

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 there had been no negative impact on the operational efficiency of the DFSA.

The Committee reviewed progress and use of approved resources for the Taqadum Programme in view of its commitment to developing UAE National talent. 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 2018, 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***
*** Executive member