A Bank’s Board must be sufficiently diverse in its composition. Collectively, the Board must have knowledge of all significant businesses of the Bank, and if applicable, Group. The Board must have an appropriate balance of skills, diversity and expertise commensurate with the size, complexity and risk profile of the Bank, and if applicable, Group.
A Bank’s Board must be comprised of at least seven (7) members and a maximum of eleven (11) members, each with a maximum three (3) year renewable term of membership. All Members of the Board must be Non-Executive, of which at least one third (1/3) must be Independent members. The chair may be a Non-Executive Member of the Board or an Independent Member of the Board. The Board should not contain any executive members with management responsibilities in the Bank.
The chair and the majority of the Members of the Board must be UAE nationals.
The Board may not delegate to the chair all the powers of the Board in an absolute manner.
The maximum tenure as an Independent Member of the Board in the same Bank is twelve (12) consecutive years from the date of his/her appointment. At the expiration of the tenure, the Member is no longer regarded as Independent.
A Member of the Board may hold memberships in the boards of up to five (5) Public Joint Stock Companies (PJSCs) in the UAE. This is also applicable to PJSCs inside the banking Group. The Member of the Board may hold memberships in the Board of only one (1) Bank in the UAE and up to four (4) Banks outside the UAE. The Member of the Board must obtain permission from the Bank’s Board before accepting nomination to serve on another Board and no conflict of interest must be present. The provisions of this article shall apply equally to persons appointed by a Government shareholder.
If the Government owns 5% or more of the Bank’s capital, it may appoint persons to represent it on the Board with the same proportion to the number of Members of the Board with minimum one (1) person. A Government-owned Bank’s Board composition must allow the exercise of objective and independent judgment.
A Board must have a clear and rigorous process for identifying and selecting all the candidates for the Board of the Bank, and if applicable, Group. This must include a Fit and Proper Process. At least twenty per cent (20%) of candidates for consideration for the Board’s membership must be female.
The no-objection of the Central Bank must be obtained prior to the appointment, nomination or renewal of any person for membership of the Board. In all cases, a Bank must immediately notify the Central Bank if it becomes aware of any material information that may negatively affect the fitness and probity of a Member of the Board. The no-objection of the Central Bank must be obtained prior to the removal of a Member of the Board during his/her term of membership.