Board of Directors

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 Legislative Committee 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 2020 the Committee members were:

• Charles Flint QC (Chairman)
• Abdul Wahid Al Ulama
• Julie Dickson
• Robert Owen** (retired with effect from 30 June 2020)
• Michael Blair QC*
• Peter Casey*
• Sabine Lautenschläger (Joined 23 July 2020)
• Saeb Eigner**
• Bryan Stirewalt***
• Muna Dandan***
• Peter Smith***

* External member

** Ex-Officio

*** Executive member

Decisions on the Legislative 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 2020, the Committee recommended to the Board changes to the DFSA’s regulatory regime across a wide range of subjects. These included to:
• regulate persons conducting two new financial services relating to Employee Money Purchase Schemes. These proposals formed part of a number of changes proposed to the design of DIFC employees’ end-of-service gratuity benefits under the DIFC Employment Law;
• create a regulatory regime to permit Small or Medium Sized Enterprises (SMEs) to list their shares on an Authorised Market Institution in the DIFC;
• create a regulatory regime to allow for money services activities in the DIFC;
• address the needs of the venture capital sector in the DIFC by introducing more bespoke requirements#;
• create a regime for early intervention, recovery and resolution in the DIFC; and
• make minor changes relating to (i) classification of Assessed Professional Clients; (ii) introduce a Periodic Fund Return#; (iii) disclosures by Operators of Loan Crowdfunding Platforms#; alongside proposed amendments to the Regulatory Law#, the Markets Law and the Investment Trust Law#; and updating references to the revised DIFC Companies Law.

The Legislative Committee agreed to publication of a number of Consultation Papers, the proposals in which were subsequently enacted during 2020. These are marked above with #.

The Legislative Committee 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:
• Large Exposures (CP132);
• Captive Insurers (CP134);
• Regulation of Retail OTC Leveraged Products (CP135); and
• Refinements to the EMP Regime (CP137).

In each of the above areas, the DFSA expects to make changes to its regime, by making final rules, during 2021.

The Legislative Committee received regular updates on legislative developments at the Federal, Emirate of Dubai and DIFC levels, including with respect to the potential impact of proposed and enacted legislation on the DFSA and its activities.

Lastly, LegCo received updates on the progress being made to create a DIFC Virtual Assets regime, and also in respect of the follow up to the Financial Action Task Force (FATF) Mutual Evaluation of the UAE’s regime to counter money laundering, terrorism financing and sanctions violations.

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 2020 consisted were:

• J Andrew Spindler (Chair)
• Fadel Abdulbaqi Al Ali
• The Hon Apurv Bagri
• Julie Dickson

During 2020, the Committee reviewed the audit report prepared by external auditors on the Financial Statements for 2019 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 2019.

The Committee approved the re-appointment of PricewaterhouseCoopers as the DFSA’s auditors for a three-year term, covering the financial years ending 31 December 2020 - 31 December 2022.The Committee also approved changes to the DFSA’s Operational Authority Matrix.

During the year, the internal audit function conducted a review of the DFSA’s risk management framework, to evaluate how risks are identified, assessed and mitigated across the organisation. It also completed a review of the International Relations division and engaged a third-party to evaluate the controls in place to prevent and detect phishing attacks, including the level of employee awareness.

The DFSA adapted to the Covid19 pandemic with the rapid implementation of an extensive remote working business model which heightened the organisation’s cyber risks. This development to the DFSA’s risk landscape prompted the Committee to amend the annual audit plan intra-year to
include a remote working cyber security review which was delivered by a  third-party with specialist expertise.

The audit plan was also updated to include a thematic review of Covid-19 related risks which included an assessment of office working protocols, the crisis management framework, supervisory relief, insurance coverage, third-party risk, and budgetary discipline.

The Committee reviewed the draft budget for 2021 prepared by the Executive and recommended it for approval by the Board.

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 2020 were:

• Swee Lian Teo (Chair)
• Fadel Abdulbaqi Al Ali (Until July 9 2020)
• Robert Owen (Retired with effect from 30 June 2020)
• Abdul Wahid Al Ulama
• Charles Flint QC
• Sabine Lautenschläger (with effect from 23 July 2020)
  J. Andrew Spindler (with effect from 10 July 2020)
  Saeb Eigner*
• Bryan Stirewalt*

* Ex Officio

During 2020, the Risk Committee held three meetings at 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 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 2020 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 2020 Risk Inventory, prepared by the Executive, to determine which (non-firm specific) risks should be considered the highest priority risks that the DFSA faces;
• Reviewed the DFSA’s 2020 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. This involved canvassing the opinions of Board members concerning the extent of their concern about a variety of risk scenarios; and
• Updated the Board’s summary of the top risks facing the DFSA, also designed to guide decision making by the Executive.

The Committee also discussed, during 2020, further development of the DFSA’s risk culture and risk management framework. This included discussions pertaining to how the Executive plans to implement the recommendations contained in the internal audit review of the DFSA’s risk management framework. Such initiatives will seek to enhance the way risk is identified, assessed, mitigated and monitored within the organisation and enhance our approach to managing enterprise risk. These initiatives will strengthen our risk based approach to regulation and equip DFSA staff with better tools and processes to address risk issues.

At its first meeting of the year, in February, the Committee discussed the emerging Covid-19 pandemic and offered guidance and support to the Executive in dealing with this global crisis, which had not yet fully impacted the UAE at that time. The Committee discussed the impact of the pandemic on the DFSA, including on our ability to manage both existing and new risks during the crisis, at its subsequent meetings during 2020.

The committee also considered the DFSA’s implementation of a new crisis management framework, covering both regulatory and operational crises. This follows the work undertaken by the Executive in conjunction with an external consultant to review and enhance how the DFSA responds to crises.

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 programme for the DFSA. The Committee also develops and recommends to the Board a set of governance principles.

Governance and Nominations Committee members in 2020 were:

• Saeb Eigner* (Chair with effect from 9 July 2020)
• The Hon Apurv Bagri
• J Andrew Spindler
• Swee Lian Teo
• Sabine Lautenschläger (with effect from 27 October 2020)
  Bryan Stirewalt 
•  
• * Ex Officio

During 2020, the Committee oversaw the re-appointment of the President and Members of the Financial Markets Tribunal for further three-year terms.
The Committee also commenced the process of identifying potential candidates to replace the Chief Executive, who will retire from the DFSA at the end of his term. The Committee engaged an international firm of head-hunters to assist with this process.

The Committee also assessed the Board’s requirements for external advisers and made recommendations to the Board in this regard.

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 Board, Executive and staff.

Remuneration Committee members in 2020 were:

• Abdul Wahid Al Ulama (Chair)
• Fadel Abdulbaqi Al Ali
• The Hon Apurv Bagri
• Julie Dickson (with effect from 10 July 2020)
  Bryan Stirewalt (Chief Executive)
  Saeb Eigner*

* Ex Officio

During 2020, the Committee made recommendations to the Board on the implementation of a revised approach to remuneration after reviewing market conditions and best practice and in order to align with the DFSA’s long term strategy on sustainability. The Committee also provided updates to the Board on numerous HR-related issues arising from the pandemic and discussed how best to manage them.

After a comprehensive review of the HR policies, the Committee considered and approved amendments to the HR policies needed as a consequence of the changing environment and working conditions.

The Committee reviewed progress and development of employees and considered a range of other matters, including resourcing.

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 2020, 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*
• Muna Dandan* (stepped down as Dean of the TRL Programme on 31 Oct 2020)
• Eric Salomons* (assumed role of Dean with effect from 1 Nov 2020)
• Arif Sayed*

*Member of Executive

During 2020, the Emirati Working Group oversaw the talent development of UAE Nationals in the DFSA. Regrettably, due to the disruptions caused by the pandemic, the decision was made to postpone the 2020 TRL Programme intake until 2021.

Sadly, the Emirati Working Group bid farewell to Muna Dandan who stepped down from her role as Dean. The Working Group and its Chairman, Abdul Wahid Al Ulama thanked Muna for her contribution over the five years she had served as the TRL Programme’s Dean.

The Emirati Working Group duly appointed Eric Salomons, Head of the Markets Division, to lead the TRL Programme through its next phase.