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 8 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.
Fadel Al Ali was appointed Chairman of the DFSA on 1 June 2021. His last position with First Abu Dhabi Bank (FAB) was as FAB’s Deputy CEO and Group Chief Operation Officer in 2021.
Prior to joining FAB, Mr Al Ali was the CEO of Dubai Holding, a global group with assets of USD 35 billion across 21 countries and interest in 14 economic sectors. Mr Al Ali led the financial restructuring of Dubai Holding’s investment groups and led the new business model of Dubai Holding as a strategic investor.
Mr Al Ali started his career at Citibank in 1989, and left Citi in his capacity as UAE Head of Distribution, before joining Dubai Holding in 2004.
Mr Al Ali is a board member with Abu Dhabi Development Holding (ADQ). He is the Chairman of the Board of Directors of SHUAA Capital PSC, FAB (Suisse) Private Bank SA and MIRA BANK, SERBIA. He is the Vice Chairman of First Gulf Libyan Bank and is a board member of Al Nahdha Investments and IMKAN Waterfront, Morocco.
Mr Al Ali holds a Bachelor of Science in Industrial and System Engineering from University of Southern California and a degree in High Performance Boards, International Institute of Management Development, Lausanne. Mr Ali was appointed Deputy Chair of the Board in July 2020.
He is also a member of the Remuneration Committee, Audit Committee and Emirati Working Group.
Ian Johnston was appointed Chief Executive of the DFSA in September 2022. He previously served as the DFSA’s Chief Executive from 2012-2018.
From 2018 until his recent reappointment Mr Johnston provided advice and consultancy to a number of regulatory bodies across the Middle East, Europe and Asia, including on projects funded by the World Bank and the European Bank for Reconstruction and Development (EBRD). He was appointed as a member of the DFSA’s Legislative Committee in 2021.
Originally a lawyer, Mr Johnston spent several years in the private sector. He held a number of senior positions within the financial sector and was the CEO of one of Australia’s major trustee companies.
In 1999, he moved into regulation joining the Australian Securities and Investments Commission where he became Executive Director, Financial Services Regulation, and spent several terms as an Acting Commissioner. In 2005, he took up a position as a Special Advisor with the Hong Kong Securities and Futures Commission.
Mr Johnston is a past Chairman of the Joint Forum, which comprised representatives of the major international regulatory standard-setters (IOSCO, IAIS and the Basel Committee). He was elected to the Steering Group of IOSCO’s Growth and Emerging Markets Committee and was a member of the Financial Stability and Technical Committee of the IAIS, the global standard-setting body for insurance regulation. Mr Johnston was a member of the Board of Directors of the Financial Planning Standards Board from 2011 – 2016.
The Hon Mr Apurv Bagri is President and CEO of the Metdist Group of Companies, engaged in international non-ferrous trade and industry.
He is a past Chairman and current Board member of the International Wrought Copper Council, which represents the global copper fabricating industry.
He is a Board member of Hong Kong Exchanges and Clearing Limited (HKEx), Chairman of the Governing Body of London Business School, a Commissioner of the Crown Estate Paving Commission, and a Trustee of Asia House.
Mr Bagri is the Honorary Rector and former Pro-Chancellor and Chair of Council of City, University of London, and is a visiting Professor at Cass Business School.
He is a past Chairman of TiE Inc, a global non-profit organisation that promotes entrepreneurship and wealth creation. Mr Bagri is an Honours graduate in Business Administration from Cass Business School in London and has an Honorary Degree of Doctor of Science from City, University of London, and an Honorary Fellowship from London Business School.
Mr Bagri was appointed to the Board of the DFSA in September 2004 and was the Board’s Deputy Chair until June 2020. He is a member of the Governance and Nominations Committee, Remuneration Committee and Audit Committee.
Julie Dickson was a member of the Supervisory Board of the European Central Bank, between 2014 and 2017, which is responsible for overseeing European banks.
Prior to that, she spent 15 years at the Office of the Superintendent of Financial Institutions in Canada, heading the office from 2006 to 2014.
In addition, Ms Dickson served for 15 years with the Canadian Department of Finance, focusing on financial institution policy issues.
She has been a member of the Financial Stability Board, the Basel Committee on Banking Regulation, and the boards of the Canada Deposit Insurance Corporation and the Toronto Leadership Centre.
She currently sits as an independent non-executive director on the board of Manulife, where she is also a member of the Risk Committee and Management Resources Compensation Committee.
She also sits on the board of the Global Risk Institute, which focuses on risk management for the financial industry, and the Canadian Public Accountability Board, which oversees audit firms in Canada.
She has been awarded the Order of Canada for her work in Canada and globally in the area of financial institution regulation and supervision.
Ms Dickson is the Chair of the Board’s Audit Committee, member of the Legislative Committee, and member of the Risk Committee.
Sabine Lautenschläger was appointed to the Board of the DFSA in July 2020.
Ms Lautenschläger served as Vice-Chair of the Supervisory Board of the Single Supervisory Mechanism (SSM) at the European Central Bank (ECB) from 2014 to 2019.
During this time, she also served as a Member of the Executive Board and Member of the Governing Council of the ECB, the decision-making body responsible for monetary policy within the Euro area.
She represented the ECB on the Basel Committee on Banking Supervision and the Financial Stability Board and was an observer at the Single Resolution Board.
Prior to this, Ms Lautenschläger was Deputy Governor of the Deutsche Bundesbank for three years.
She was also a member of the Executive Board, and Chief Executive Director of Banking Supervision at Federal Financial Supervisory Authority (BaFin).
Ms Lautenschläger holds a law degree from Rheinische Friedrich-Wilhelms-Universität Bonn has extensive experience in banking supervision, market infrastructures and payments, risk management and cyber resilience.
Ms Lautenschläeger is the Chair of the Board's Governance and Nominations Committee, and member of the Legislative Committee and Risk Committee.
Charles Flint KC is a commercial barrister, arbitrator and mediator specialising in banking and financial services in the UK.
Mr Flint has advised and acted for regulators and firms in regulatory proceedings and investigations and has been involved in many of the major regulatory cases that have arisen in London in the last 25 years.
He is on the panel assisting Sir William Blackburne in his independent review of complaints brought against the Royal Bank of Scotland in relation to its Global Restructuring Group.
He is a member of the panel of chairmen for the AIM Disciplinary Committee established by the London Stock Exchange, and on the disciplinary panel of the London Metal Exchange.
In 2009, he was appointed to the Investigatory Powers Tribunal, which investigates complaints against the intelligence agencies of the UK.
He is a member of the UEFA Club Financial Control Body, which administers the financial fair play rules that apply to European football clubs.
He is President of the National Anti-Doping Panel, the independent body which adjudicates on doping cases in sport in the UK, and Chairman of the independent tribunal of the International Tennis Federation.
Between 1991 and 1995, Mr Flint was a Junior Counsel to the Crown (Common Law). From 1998 to 2004, he was Joint Head of Blackstone Chambers, one of the leading commercial and public law chambers of barristers in London.
Mr Flint is Chair of the Board’s Legislative Committee, member of Governance and Nominations Committe and member of the Audit Committee.
Swee Lian Teo joins the Board after spending 27 years at the Monetary Authority of Singapore (MAS).
Her last executive role was as Deputy Managing Director in charge of Financial Supervision.
Ms Teo is an independent non-Executive director on the Board of HKEx-listed AIA Group Ltd, where she is also a member of its Risk and Nomination Committees.
Ms Teo also serves as an independent director on the Board of SGX-listed Singapore Telecommunications Ltd, and is a member of its Governance and Nominations Committee, Executive Resource and Compensation Committee, and Chair of its Risk Committee.
Ms Teo is also an independent director on the Board of Clifford Holdings Pte Ltd and Chairman of Capitaland Mall Trust, a REIT listed on SGX.
Ms Teo is an independent non-Executive director on the Board of Avanda Investment Management Pte Ltd and chairs its Audit and Risk Committee. She is also an independent non-Executive director of Clifford Capital and chairs its Audit Committee.
She graduated with a B.Sc. (First) in Mathematics from Imperial College, London University in 1981, and an M.Sc, in Applied Statistics from Oxford University in 1982.
Ms Teo is the Chair of the Board’s Risk Committee and a member of the Remuneration Committee and Emirati Working Group.
Abdullah Abdulrahman Sharafi was appointed to the DFSA’s Board with effect from 1st January 2022.
Mr Sharafi is an experienced businessman and banker with over 20 years of experience at Emirates Industrial Bank. He has extensive experience as a consultant to several ministries and organisations at a local and international level. He also sits on several other boards in the UAE.
Mr Sharafi holds a master’s degree in economics from Denver University, USA and comes from a long-established business family in the UAE.
He is the Chair of the Board’s Remuneration Committee, Chair of the Emirati Working Group and a member of the Risk 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
*** 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.
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.
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:
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:
For better web experience, please use the website in portrait mode