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Article (1): Definitions

C 14/2021 Effective from 31/5/2021
  1. 1.1 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.
     
  2. 1.2 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.
     
  3. 1.3 Board: The Bank’s board of directors.
     
  4. 1.4 Central Bank: The Central Bank of the United Arab Emirates.
     
  5. 1.5 Central Bank Law: Decretal Federal Law No. (14) of 2018 regarding the Central Bank & Organization of Financial Institutions and Activities and its amendments.
     
  6. 1.6 Confidential Data: Account or other data relating to a Bank customer, who is or can be identified, either from the confidential data, or from the confidential data in conjunction with other information that is in, or is likely to come into, the possession of a person or organization that is granted access to the confidential data.
     
  7. 1.7 Group: a group of entities which includes an entity (the 'first entity') and:
    1. 1.7.1 any Parent of the first entity;
    2. 1.7.2 any Subsidiary of the first entity or of any Parent of the first entity; and
    3. 1.7.3 any Affiliate.

     
  8. 1.8 Master System of Record: the collection of all data, including Confidential Data, required to conduct all core activities of a Bank, including the provision of services to clients, managing all risks, and complying with all legal and regulatory requirements.
     
  9. 1.9 Material Business Activity: An activity of the Bank that has the potential, if disrupted, to have a significant impact on the Bank’s business operations or its ability to manage risks effectively.
     
  10. 1.10 Outsourcing: An agreement with another party either within or outside the UAE, including a party related to the Bank, to perform on a continuing basis an activity which currently is, or could be, undertaken by the Bank itself.
     
  11. 1.11 Parent: an entity (the 'first entity') which:
     
    1. 1.11.1 holds a majority of the voting rights in another entity (the 'second entity');
       
    2. 1.11.2 is a shareholder of the second entity and has the right to appoint or remove a majority of the board of directors or managers of the second entity; or
       
    3. 1.11.3 is a shareholder of the second entity and controls alone, pursuant to an agreement with other shareholders, a majority of the voting rights in the second entity.
       
      Or;
      1.11.4 if the second entity is a subsidiary of another entity which is itself a subsidiary of the first entity.
       
  12.  1.12 Person: natural or juridical person.
     
  13. 1.13 Regulation: Any resolution, regulation, circular, rule, standard or notice issued by the Central Bank.
     
  14. 1.14 Risk Governance Framework: the risk governance framework as defined under the Risk Management Regulation and Standards.
     
  15. 1.15 Senior Management: the senior management as defined under the Corporate Governance Regulation and Standards.
     
  16. 1.16 Subsidiary: an entity (the 'first entity') is a subsidiary of another entity (the 'second entity') if the second entity:
     
    1. 1.16.1 holds a majority of the voting rights in the first entity;
       
    2. 1.16.2 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;
       
    3. 1.16.3 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;
      1.16.4 if the first entity is a subsidiary of another entity which is itself a subsidiary of the second entity.