Skip to main content
Entire section Custom print Text Only Rich Text Print

6.7 Constitution of the Board of Directors and its Responsibilities

N 35/2018 STA
  1. 6.7.1The Licensed Person must appoint a Board of Directors, if required by the prevailing Commercial Companies Law of the UAE;
  2. 6.7.2Qualifications and Experience of Directors of the Board:
    1. a)A minimum of eight (8) years of experience within any financial institution(s), of which at least five (5) years in senior management position(s), such as head of a core function, Manager in Charge, General Manager/CEO or as member of the Board of Directors;
    2. b)Knowledge of all applicable Laws, Rules, Regulations, Notices and the Standards related to Exchange Business in the UAE;
    3. c)Preference may be given to those with a Bachelor degree or higher in any discipline; and
    4. d)The Licensed Person’s Shareholders, Partners and their immediate family members (i.e. father, mother, brother, sister, children or grandchildren, in laws, etc.) are eligible to become Directors on the Board regardless of their qualifications and experience (i.e. Paragraphs 6.7.2 (a) to (c) of this Chapter are not applicable in these cases).
  3. 6.7.3Residential Status of Directors of the Board:
    1. a)The majority of Directors of the Board (i.e. more than 50% of Directors of the Board) must be resident in the UAE.
  4. 6.7.4The Roles and Responsibilities of the Board of Directors:
    1. a)The Board of Directors is responsible for the oversight of all activities of the Licensed Person;
    2. b)The Board of Directors is also responsible to appoint and monitor the performance of the Manager in Charge in addition to the following:
      • •Maintain honesty, integrity and transparency throughout the business activities;
      • •Ensure that a robust and independent compliance function is established and maintained;
      • •Ensure that appropriate AML/CFT compliance and other related policies are implemented;
      • •Ensure that actions are taken by the relevant stakeholders to resolve internal/external audit findings and regulatory compliance issues including AML compliance in a timely manner;
      • •Ensure that sufficient time, freedom, resources, systems and tools are available for the Manager in Charge and Compliance Officer to fulfil their responsibilities effectively;
      • •Ensure that an internal audit function is established and maintained; and
      • •Review the effectiveness of the internal audit function at the end of every year.
  5. 6.7.5The Resignation or Termination of Director of the Board:
    1. a)Upon the resignation or termination of a Director of the Board, a permanent replacement must be appointed within one hundred and twenty (120) calendar days from the date when the position of a Director of the Board falls vacant; and
  6. 6.7.6In case a Licensed Person does not have any obligation to appoint a Board of Directors as per the prevailing Commercial Companies Law of the UAE, its Owner or Partners must be responsible for carrying out the responsibilities under Paragraph 6.7.4 of this Chapter.