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 9 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 policy-making 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 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 2021 the Committee members were:
* External member
** Ex-Officio
*** Executive member
Decisions on the Committee’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 2021, the Committee recommended to the Board changes to the DFSA’s regulatory regime across a wide range of subjects. These included:
• changes to the solvency regime for Captive Insurers to provide a more proportionate regulatory approach for this sector;
• changes to the DFSA’s prudential regime that relate to Large Exposures to align them with the standards issued by the Basel Committee on Banking Standards and with best international practices in this area;
• changes to the DFSA’s regulatory regime in respect of firms which offer facilities to trade in highly leveraged over-the-counter derivative products, to improve the level of protection for Retail Clients;
• refinements to the DFSA’s Employee Money Purchase regime to address practical issues with its operation;
• the introduction of a new regime to facilitate the issuing, holding and trading of Investment Tokens#;
• the introduction of a whistleblowing regime to encourage a more consistent approach to reporting and recording misconduct#;
• changes to the DFSA’s Leverage Ratio to comply with the final standards issued by the Basel Committee on Banking Supervision#; and
• minor changes relating to (i) Fund Reporting#; (ii) reporting of actual and expected default rates on loan crowdfunding platforms#; (iii) the ability for an investment crowdfunding platform to use both an SPV and a trust structures#; (iv) amendments to the GLO module# (v) amendments to the Regulatory Law in respect of the DFSA public register#; and (vi) minor updates to the DIFC Regulatory Law, DIFC Trust Law, and DIFC Insolvency Law#.
The Legislative Committee agreed to publication of a number of Consultation Papers, the proposals in which were subsequently enacted during 2021. These are marked above with #.
The Committee also agreed to publish another consultation, where final proposals have not yet been brought forward. This consultation covered Credit Funds (CP142). The DFSA expects to make changes to its regime, by making final rules, during 2022.
The Committee received regular updates on legislative developments at the Federal, Emirate of Dubai and DIFC levels, including the potential impact of proposed and enacted legislation on the DFSA and its activities.
Lastly, the Committee was provided with updates on the progress being made to create a DIFC Crypto Token regime.
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 2021 consisted were:
During 2021, the Committee reviewed the audit report prepared by external auditors on the 2020 financial statements 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 2020.
The Committee also assessed the PricewaterhouseCoopers audit plan for their review of the financial statements for 2021 and completed an annual evaluation of the effectiveness of the external auditors.
The Committee reviewed the draft budget for 2022 prepared by the Executive and recommended it for approval by the Board. The Committee also reviewed a set of proposed changes to Board and operational policies during the course of 2021 and recommended the revised policies for approval by the Board.
Throughout the year, the Committee provided oversight of the DFSA’s systems of internal control, including internal financial controls, the cyber security framework, the business continuity management framework, and the activity of the internal audit function, whilst also reviewing the DFSA’s insurance cover. The Committee maintained oversight of the financial performance of the organisation.
As part of the 2021 audit plan, the internal audit function completed work across Finance, Human Resources and Corporate Governance, and commenced a review of the DFSA’s supervisory framework to evaluate the methodology for delivering risk-based oversight of the Authorised Firms within the DIFC. A specialist third-party was also engaged to complete an assessment of the DFSA’s cyber risk management in relation to the web-based applications used by Authorised Firms to submit files and data to the DFSA.
Risk Committee
The primary function of the Risk Committee 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 2021 were:
* Ex Officio
During 2021, the Risk Committee held three meetings, during which it carried out the following regular activities:
•• Discussed current macro level and global issues and considered the extent to which those 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 2021 Risk Inventory, covering mitigating actions already in hand or planned, the level of residual risk the DFSA was exposed to, and whether supplemental measures should be adopted in relation to particular risks; and
• Reviewed and updated the DFSA’s 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.)
The Committee also discussed, and approved, updates to the DFSA’s risk management framework. The Operational Risk Framework, as approved by the Risk Committee, is now aligned with the internationally recognised Risk Management standard, ISO 31000. The updated framework has enhanced the way risk is identified, assessed, mitigated and monitored within the organisation, including our approach to managing enterprise risk.
The Committee also received an update on the DFSA’s Risk Matrix, which is the framework used by supervisors to identify and manage firm-specific risk and is designed to support the DFSA’s regulatory objectives through the identification of risk consistent with the DFSA’s risk tolerance.
The Committee considered the outcomes of the crisis management exercise held in 2021, based on a cyber security scenario, which provided the DFSA with an opportunity to test our crisis management capabilities as part of our Crisis Management Framework.
Lastly, the Committee discussed, and gave guidance to the Executive on the specific risks arising from firms misusing the statement that they are regulated by the DFSA and also the activities of unregulated firms in the DIFC.
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 program for the DFSA. The Committee also develops and recommends to the Board a set of governance principles.
During 2021, the Committee oversaw the process of identifying potential candidates to replace Bryan Stirewalt as Chief Executive, who retired from the DFSA at the end of his term in September 2021. The Committee engaged an international firm of head-hunters to assist with this process and oversaw the selection of F. Christopher Calabia as the new Chief Executive.
The Committee also commenced a search for a potential candidate to join the Board, taking into account the challenges and opportunities facing the Board and the DFSA and the skills and expertise therefore required by the Board for the future. The Committee considered several potential candidates and appointed a search firm to assist.
The Committee oversaw the drafting of revisions to the Board Travel and Related Expenses Policy and the drafting of other Board policies which were approved by the Board. The Committee also suggested revisions to its terms of reference and the Board Operating Principles which were approved by the Board.
The Committee considered a report by the Chief Executive on staffing matters and the leadership needs of the DFSA and the succession planning process.
Governance and Nominations Committee members in 2020 were:
Remuneration Committee
During 2021, the Committee discussed, approved and made recommendations to the Board for the 2022 budget. The Committee also provided updates to the Board on numerous HR-related issues, including those arising from the pandemic and discussed how its been managed by the Executive.
The Committee considered and approved amendments to the HR policies, including Remote Working Policy.
The Committee reviewed progress and development of all employees with focus on career progression of UAE Nationals. The Committee also considered during the year a range of other Human Resources matters, including recruitment and talent development.
Remuneration Committee members in 2021 were:
* Ex Officio
Emirati Working Group
During 2021, the Emirati Working Group oversaw the talent development of UAE Nationals in the DFSA. Regrettably, due to the continuous disruptions caused by the pandemic, the decision was made to postpone the 2020 TRL Programme intake until 2022.
Effort towards UAE National Development and broader efforts to maintain and build regulatory capability continue.
Leadership exposure to UAE Nationals was gained through thematic reviews, through volume of work in 2021, which has allowed individuals to gain experience in business models and matters that are new to them.
During 2020, membership of the Working Group included selected Board members and members of senior management as follows:
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