Fadel Abdulbaqi Al Ali
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, IMKAN Waterfront, Morocco and MIRA BANK, SERBIA.
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 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 Apurv Bagri is the President of the Metdist Group of Companies, a multi-generation diversified set of global businesses, including non-ferrous metals trade and industry, manufacturing and FinTech.
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), and Chairman of the Governing Body of London Business School.
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 Chair of the Board’s Audit Committee, a member of the Risk Committee and a member of the Legislative 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 has acted as barrister, arbitrator and mediator specialising in banking and financial services in the UK over the last 30 years.
In 2009, he was appointed to the Investigatory Powers Tribunal, which investigates cases against the intelligence agencies of the UK.
He is Vice Chairman of the UEFA Club Financial Control Appeal 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 Chair 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 Audit Committee and
Governance and Nominations Committee.
Swee Lian Teo was a member of the Monetary Authority of Singapore (MAS) where she spent 27 years. Her last executive role was as Deputy Managing Director in charge of Financial Supervision.
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 HKSE-listed AIA Group Limited and is a member of its Nominations Committee and Chair of the Risk Committee. She is also the Chairman of CapitaLand Integrated Commercial Trust Management Limited, a REIT listed on SGX.
Ms Teo is an independent director on the Board of Avanda Investment Management Pte Ltd and Clifford Capital Holdings PTE Ltd in Singapore.
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.
Abdullah Sharafi was appointed to the DFSA’s Board on 1st January 2022. He is the Chair of the Board’s Remuneration Committee, Chair of the Emirati Working Group and a member of the Risk Committee.
He graduated with a master’s degree in economics from Denver University, USA and comes from a long-established business family in the UAE. After graduation, Mr Sharafi joined the Emirates Industrial Bank where he spent 21 years.
Mr Sharafi was appointed as Managing Director of Gerab National Enterprises (GNE) in 2004. In addition to managing GNE and its subsidiaries, he sits on several Boards, two of which he chairs. Mr Sharafi also advised the Ministry of Labor and Social Affairs called Ministry of Human Resources and Emiratisation (MOHRE).
Mr Abdullah has participated in trade negotiations with the USA, Canada and Australia and has advised the Dubai Chamber of Commerce and Industry, the Ministry of Finance, the UAE Central Bank and the Ministry of Economy.
Rupert Keeley was appointed to the Board in 2023. Mr Keeley has more than 40 years of international banking and payments experience. He was the Executive Vice President and General Manager for PayPal’s businesses in Europe, the Middle East & Africa (EMEA) and Chief Executive Officer of the PayPal Europe bank until June 2018.
Prior to PayPal, he was Visa Inc.’s Group Executive and President of the Asia Pacific, Central and Eastern Europe, and Middle East and Africa (CEMEA) regions. Rupert worked for Standard Chartered plc based in London and Singapore, and for almost four years in the Middle East as CEO of Bahrain and Gulf Consumer Banking Head.
Rupert holds an MBA in Marketing from the City University Business School, London and a B.Sc. (Hons) in Management Sciences from the University of Manchester.
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 propose primary legislation to the President of the DIFC for recommendation for enactment by His Highness Sheikh Mohammed Bin Rashid Al Maktoum, Vice President and Prime Minister of the UAE and Ruler of Dubai.
During 2022 the Committee members were:
·Charles Flint QC (Chair)
·F. Christopher Calabia*** (retired 31 August 2022)
* External member
** External member until 31 August 2022. Executive member with effect from 1 September 2022
The role of the committee is to propose to the Board legislation and rules which comply with the DFSA's regulatory approach and meet international standards. The committee's agenda is proposed by the Executive in consultation with the chairman of the committee.
In 2022, the Committee recommended to the Board changes to the DFSA’s regulatory regime across a wide range of subjects. These included:
·the development and introduction of a new regime to facilitate and regulate financial services activities related to Crypto Tokens (including cryptocurrencies and stablecoins) #;
·the introduction of a regime for Credit Funds in the DIFC;
·clarifications around funds, including the use of the term ‘fund platform’, and broadening the definition of Eligible Custodians#;
·amending requirements around reporting of market abuse to ensure this is consistent across all categories of entity#;
·introduction of specific regulatory reporting forms for providers of money services#;
·amending the scope and applicability of reporting requirements on capital adequacy for certain types of Firms#;
·clarification on the timing of submission by branches of the audited financial statements of their parent entity#; and
·minor changes relating to (i) amendments to DFSA Laws and Rules due to the changes in 2022 to the days of the weekend in the UAE; and (ii) adding Proliferation Financing to the definition of money laundering in the Regulatory Law and AML Module#.
The Legislative Committee agreed to publication of a number of Consultation Papers in 2022, the proposals in which were subsequently enacted during the year. These are marked in the previous section with #.
The Committee also agreed to publish two other consultations in 2022, which covered:
·Regulatory requirements for lower risk firms; and
·Miscellaneous proposals, including changes to reflect the introduction of IFRS17 for insurance firms and to reflect the development of ‘Buy Now Pay Later’ business models.
The DFSA expects to make changes to its regime following the above consultations, by making final rules, during 2023.
The Committee received and considered 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.
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 2022 were:
·Julie Dickson (Chair)
·The Hon. Apurv Bagri
·Charles Flint QC
During 2022, the Committee considered the external audit report on the 2021 financial statements. The financial statements were assessed as being presented fairly and in accordance with International Public Sector Accounting Standards. The Committee recommended to the Board the transfer of the 2021 surplus to the Reserve of the DFSA.
The Committee also assessed the external auditors’ plan for their review of the financial statements for the year ended 31 December 2022 and completed an annual evaluation of the effectiveness of the external auditors.
A tender process was conducted in respect of the external audit for the 2023 financial statements and a recommendation on the selection of the external auditor was presented to the Board for approval.
The Committee reviewed the draft budget for 2023 and recommended it for approval by the Board. The Committee also considered proposed policy changes and recommended 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, information security arrangements, the cyber security framework, the business continuity management framework, and the activity of the internal auditor, whilst also reviewing the DFSA’s insurance cover. The Committee maintained oversight of the financial performance of the organisation.
As part of the 2022 audit plan, the internal auditor delivered assurance to the Committee in relation to corporate governance, finance processes and fraud risk management. The internal auditor also reported to the Committee on a third-party assessment of the DFSA’s cyber risk management of web-based applications used by Authorised Firms to submit files and data to the DFSA.
The Committee also reviewed its terms of reference and, following various recommendations made by the Committee, revised terms of reference were approved by the Board.
The primary function of the Risk Committee is to assist the Board in identifying and assessing external and internal risks, which 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 2022 were:
·Swee Lian Teo (Chair)
·Abdullah Sharafi (with effect 1 January 2022)
·Ian Johnston** (with effect 1 September 2022)
·F. Christopher Calabia** (retired 31 August 2022)
** Ex Officio Member
During 2022, 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 and updated ongoing efforts by the DFSA to mitigate the main organisational risks that it faces, as set out in the 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 risks;
·considered the risk profile of DFSA divisions and the organisation, as part of the ongoing Risk Control Self-Assessment process. Divisional risk mitigation plans were considered and challenged, where appropriate, by the Risk Committee to review and test that risks were being effectively managed across the organisation in a timely manner; and
·reviewed and updated the DFSA’s Risk Tolerance Statement, with support from the Executive. The Risk Tolerance Statement is used to guide the Executive in their business planning and day-to-day decision-making.
The Committee also approved further updates to the DFSA Risk Management Framework regarding the management of third-party/vendor risk and the management of fraud-related risks within the DFSA.
During 2022 the Committee also reviewed its terms of reference and, following various recommendations made by the Committee, revised terms of reference were approved by the Board.
Governance and Nominations Committee
The primary function of the Governance and Nominations Committee is to assist the Board to fulfil its supervisory responsibilities in respect of the operations of the Board, to make recommendations to the Board about 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.
Governance and Nominations Committee members in 2022 were:
·Sabine Lautenschlaeger (Chair)
·The Hon Apurv Bagri
·Charles Flint QC
·Ian Johnston * (with effect from 1st September 2022)
·F. Christopher Calabia * (retired 31st August 2022)
* Executive member
During 2022, the Committee conducted an assessment of the composition of the Board and its various Committees. It considered the skills and experience of Board members, as well as the DFSA’s future requirements and the DIFC’s strategic objectives.
The Committee oversaw the process of searching for a Non-Executive Director to join the Board. With the assistance of an international search firm, the Committee considered several potential candidates before making a recommendation to the Board for the appointment of Rupert Keeley.
The Committee also considered additional appointments to the Legislative Committee.
The Committee oversaw a review of the DFSA’s hospitality policy and recommended certain revisions which were approved by the Board.
The Committee also conducted a review of the members of the Financial Markets Tribunal and made recommendations to the Board in that regard which were approved.
The Committee considered a report by the Chief Executive on senior management staffing matters.
During 2022, the Committee reviewed its terms of reference and, following various recommendations made by the Committee, revised terms of reference were approved by the Board.
The Remuneration Committee has oversight of the human resources policies of the DFSA, including those dealing with remuneration and it assists the Board to discharge its responsibilities relating to the DFSA’s human resources.
Remuneration Committee members in 2022 were:
·The Hon. Apurv Bagri
·Swee Lian Teo
·Andrew Spindler (retired 31 March 2022)
During 2022, the Committee discussed staffing requirements and made recommendations to the Board in this regard for the 2023 budget. The Committee also provided updates to the Board on numerous HR-related issues, including market conditions vis-à-vis salary movement, cost of living and inflation.
The Committee reviewed progress and development of all employees with a particular focus on the career progression of UAE Nationals.
The Committee considered various amendments to human resources policies and made recommendations to the Board in that regard.
During 2022, the Committee also considered the staff engagement report and recommended policies to further enhance staff engagement.
The Committee also reviewed its terms of reference and, following various recommendations made by the Committee, revised terms of reference were approved by the Board.
Financial Markets Tribunal
The Financial Markets Tribunal (FMT) is a tribunal created under the Regulatory Law 2004 to hear and determine any reference, that is, to review a decision of the DFSA, where DIFC legislation provides that a matter may be referred to the FMT for review.
The FMT also has jurisdiction to hear and determine any regulatory proceeding, where DIFC legislation provides that such a proceeding may be commenced before the FMT.
A decision of the FMT may, with permission from the FMT or DIFC Court, be appealed to the DIFC Court on a point of law.
The FMT’s members are appointed by the DFSA Board of Directors, but it is operationally independent of the Board and the DFSA Executive.
FMT members in 2022 were:
·His Honour David Mackie CBE KC (President)*
·Ali Malek KC*
·Bankim Thanki KC*
·Jeremy Gauntlett KC*
·Ali Al Aidarous*
·Ali Al Hashimi*
In 2022, the FMT considered references of seven DFSA decisions. In one matter, a decision was issued for a case heard at the end of 2021, and six matters referred to the FMT during 2021 were due to be heard during 2022.
Of these, two matters were withdrawn following settlement, one matter was withdrawn without settlement, one matter was decided on the papers without the hearing originally scheduled and one matter was decided after a full hearing that was held remotely in September 2022.
The FMT decision in December 2021 in interlocutory applications concerning privacy of proceedings and publication of DFSA decisions in respect of two of these matters was upheld by the DIFC Courts on appeal, following a remote hearing in June 2022.
The FMT’s decisions in the various matters considered in 2022 are published on the FMT section of the DFSA’s website. One case is ongoing and due to be considered at a full hearing scheduled to take place later in March 2023.
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 assist the professional growth and career development of young UAE Nationals.
Emirati Working Group Committee Members in 2022 were:
·Abdullah Sharafi (Chair)
·Swee Lian Teo
·Ian Johnston *
·Waleed Saeed Al Awadhi*
·Eric Salomons* (TRL Programme Dean) retired 30 June 2022
·Tania McCaskie* (TRL Programme Dean) with effect from 1 July 2022
* Executive member
During 2022 the Emirati Working Group received reports on the development of UAE National staff through ‘on the job’ experience and training. The Emirati Working Group also received reports and advised on the DFSA’s talent management initiatives including the Taqadum stakeholder engagement initiative and staff secondments.
The EWG Chair periodically engaged with UAE Nationals throughout the year to discuss their career development and oversaw a plan for greater involvement of UAE Nationals in local and international stakeholder engagement.
In September 2022, the DFSA accepted its 12th intake of Emirati graduates to the TRL Programme. The TRL Programme Dean and TRL Programme Manager instigated substantial changes to the structure and delivery of the programme which will be implemented during the two-year programme term. These changes are designed to advance further the knowledge and skills of young UAE Nationals whilst also meeting the DFSA’s evolving talent needs.
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