Affiliate: An entity that, directly or indirectly, controls, is controlled by, or is under common control with another entity. The term control as used herein shall mean the holding, directly or indirectly, of voting rights in another entity, or of the power to direct or cause the direction of the management of another entity.
Bank: Any juridical person licensed in accordance with the provisions of the Central Bank Law, to primarily carry on the activity of taking deposits, and any other Licensed Financial Activities as defined in Article 65 of the Central Bank Law.
Board: The Bank’s board of directors.
Central Bank: The Central Bank of the United Arab Emirates.
Central Bank regulations: Any regulation, resolution, circular, rule, standard or notice issued by the Central Bank.
Islamic Financial Services: Shari`ah compliant financial services offered by Islamic Banks and Conventional Banks offering Islamic banking products (Islamic Windows).
Major Acquisition: An acquisition or investment by a Bank (where assets are being acquired, including shares but not including debt (except convertible debt), the aggregate amount (in one juridical person) of which exceeds 5% of Total Regulatory Capital, or which is deemed in advance by the Central Bank to be a Major Acquisition.
Notification Acquisition: An acquisition or investment by a Bank (where assets are being acquired, including shares but not including debt), the amount of which does not meet the criteria for a Major Acquisition, but which does exceed 1% of Total Regulatory Capital.
Purchase Price: Gross amount.
Senior Management: The executive management of the Bank responsible and accountable to the Board for the sound and prudent day-to-day management of the Bank, generally including, but not limited to, the chief executive officer, chief financial officer, chief risk officer, and heads of the compliance and internal audit functions.
Subsidiary: an entity (the 'first entity') is a subsidiary of another entity (the ‘second entity’) if the second entity:
holds a majority of the voting rights in the first entity;
is a shareholder of the first entity and has the right to appoint or remove a majority of the board of directors or managers of the first entity;
is a shareholder of the first entity and controls alone, pursuant to an agreement with other shareholders, a majority of the voting rights in the first entity;
Or: if the first entity is a subsidiary of another entity which is itself subsidiary of the second entity
Total Regulatory Capital: The sum of a Bank’s Common Equity Tier 1, Additional Tier 1 and Tier 2 capital.