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.
Fadel Al Ali is the Deputy Group CEO and Group Chief Operating Officer of First Abu Dhabi Bank. He has also previously held the positions of Head of Corporate and Investment Banking and Group Chief Digital and Customer Experience Officer since joining First Abu Dhabi Bank in 2017. 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 member of the Executive Committee of the First Abu Dhabi Bank, Chairman of Board of Directors SHUAA Capital PSC. He also sits on boards of FAB (Suisse) Private Bank SA, and Abu Dhabi Development Holding. 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 Chairman of the Board in June 2021. He is also an ex-officio member of the Remuneration Committee, Legislative Committee, Governance and Nominations Committee, Risk Committee and a member of the Emirati Working Group. Mr Al Ali held the position of Deputy Chair of the Board from July 2020 to May 2021.
Bryan Stirewalt was appointed Chief Executive of the DFSA in October 2018, after eight years as the DFSA’s Managing Director of the Supervision Division. From 1985 to 1996, he worked for the US Treasury’s Office of the Comptroller of the Currency as a National Bank Examiner, specialising in policy development and implementation, problem bank rehabilitation and banking fraud initiatives. From 1996 until joining the DFSA in 2008, he worked for an international consulting and advisory firm, focusing on emerging markets development programmes in Poland, Ukraine, Cyprus and Kazakhstan. In relation to international development, Bryan plays an active role in supporting the work of international standard-setting bodies. He now serves as the Co-Chair of the Basel Consultative Group (BCG), which provides a forum for deepening the Basel Committee on Banking Supervision’s engagement with non-member, global supervisors on banking supervisory issues. Through this role, he also serves as an Observer at the Basel Committee on Banking Supervision.
Abdul Wahid Al Ulama is a partner with White and Case in their Global Merger and Acquisitions Practice. Mr Al Ulama is a certified arbitrator operating in Dubai and registered with the Dubai International Arbitration Centre and the International Chamber of Commerce. He has been a member of the Panel of Conciliators for the International Centre for Settlement of Investment Disputes (ICSID) since March 2017. He has been an independent Board Member of the Emirates Post Group since September 2016 and sits on some of their committees and subsidiary boards. He is also a member of the Advisory Committee of the Dubai Multi Commodities Centre.Mr Al Ulama was previously a partner with Al Tamimi & Company Advocates & Legal Consultants in Dubai and the Managing Partner of their associate office in Qatar. Thereafter, he was with Dubai World, initially as the Group Chief Legal Officer. He later assumed leading commercial roles within the Group, including Executive Vice Chairman of Dubai Natural Resources, and Executive Vice Chairman of Retailcorp World. Before joining White and Case, he was a Senior Advisor, Originations at Mubadala GE Capital, based in Abu Dhabi. Mr Al Ulama has held a number of Board appointments in banking and financial services. Mr Al Ulama graduated first in class with distinction for his LLB degree from UAE University. He holds a Master’s Degree in International Trade Law from University College London. Mr Al Ulama is Chair of the Board’s Emirati Working Group and Remuneration Committee. He is also a member of the Legislative Committee and Risk Committee.
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 a member of the Board’s Legislative Committee, Remuneration Committee and Audit 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 a member of the Board’s Legislative Committee and Risk Committee.
Charles Flint QC 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 and a member of the Risk Committee.
J Andrew Spindler is President and CEO of the Financial Services Volunteer Corps (FSVC), a non-profit public-private partnership that helps build sound banking and financial sectors in emerging market countries. Since its founding in 1990, FSVC has sent more than 10,000 experts on a pro bono basis to strengthen financial infrastructure in 60 countries. Before his appointment in 1993, Mr Spindler served as a Senior Vice President at the Federal Reserve Bank of New York (NY Fed), where he headed the Banking Studies and Analysis Function and Payments System Studies. While at the NY Fed, he helped develop the risk-based capital framework that has been adopted by bank supervisory authorities around the world. He represented the NY Fed on the BCBS from 1991 to 1993. Before joining the NY Fed in 1985, Mr Spindler held several positions at the Continental Illinois Bank. Mr Spindler holds PhD and MPA degrees from Princeton University’s Woodrow Wilson School of Public and International Affairs and a Bachelor’s Degree in International Politics from Harvard University. He served as a fellow at the Brookings Institution from 1980 to 1983, and is a member of the Council on Foreign Relations and the Bretton Woods Committee. Mr Spindler is Chair of the Board's Audit Committee, a member of the Risk Committee, Governance and Nominations Committee and Emirati Working Group.
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 Governance and Nominations Committee and Emirati Working Group.
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:
* External member
*** 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:
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:
* 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.
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 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:
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:
* 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.
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 2020, membership of the Working Group included selected Board members and members of senior management as follows:
*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.
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