DFSA | THE INDEPENDENT REGULATOR OF FINANCIAL SERVICES

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

Bryan Stirewalt

Bryan Stirewalt

Chief Executive
Fadel Abdulbaqi  Al Ali

Fadel Abdulbaqi Al Ali

Deputy Chairman
Abdul Wahid Al Ulama

Abdul Wahid Al Ulama

Board Member
The Hon Mr Apurv Bagri

The Hon Mr Apurv Bagri

Board member
Julie Dickson

Julie Dickson

Board member
Sabine Lautrnschläger

Sabine Lautrnschläger

Board member
Charles Flint QC

Charles Flint QC

Board member
J Andrew Spindler

J Andrew Spindler

Board member
Swee Lian Teo

Swee Lian Teo

Board member


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 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.

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

See also

Frequently Asked Questions

Supervised Firm Contact Form

DFSA Complaints Portal

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