Central Bank of the UAEchapter by chapter

Article 2Responsibilities of the Board

Board members must act with integrity, approve the risk governance framework and risk appetite, adopt conflict of interest and whistleblowing policies, oversee Senior Management, and ensure Shari'a governance.

Article 3.1-3.5Board Size, Independence and Nationality

Bank boards must have 7 to 11 non-executive members on renewable three-year terms, at least one third independent, with the chair and majority being UAE nationals.

Article 3.6-3.7Directorship Limits and Government Representation

Board members may hold up to five UAE public joint stock company board seats, one UAE bank board seat, and four foreign bank boards; government holders of 5% or more may appoint proportional board representatives.

Article 3.8-3.9Board Candidate Selection and Central Bank No-Objection

Banks must run a rigorous Fit and Proper candidate selection process, consider at least 20% female candidates, and obtain Central Bank no-objection before appointing or removing any director.

Article 4.2-4.3Board Meetings and Secretary

The Board must meet at least six times yearly, appoint a non-director secretary, and keep minutes of discussions, decisions and dissent; Central Bank staff may attend and access minutes.

Article 4.4-4.7Board Committees

Banks' boards must have separate audit and risk committees chaired by independent members, while nomination and compensation committees may be combined.

Article 4.8-4.9Annual Board Assessment and By-Laws

Banks' Boards must annually assess the Board as a whole, committees and individual members, alone or with external experts, and periodically update by-laws and procedural rules.

Article 5Senior Management Appointment

Banks must define organisation structure and delegated authorities, use a fit and proper process for Senior Management, and obtain Central Bank no-objection before appointment or contract renewal.

Article 6Related Party Transactions

Related party transactions must be conducted at arm's length and monitored; the Central Bank may set limits, deduct exposures from capital or require collateral, and director credit needs full Board approval with the director abstaining.

Article 7Group Governance

Bank boards with subsidiaries, affiliates or international branches must establish a clear group governance framework and ensure adequate group oversight.

Article 8-9Risk Management, Internal Control, Compliance and Audit Functions

Banks must maintain a risk governance framework with an independent risk function reporting to the Board, plus permanent independent compliance and internal audit functions with direct Board access.

Article 10Financial Reporting and External Audit

Banks must prepare IFRS financial statements under Central Bank instructions and publish them annually with an opinion from a Central Bank-approved external auditor.

Article 11Outsourcing

Banks must have policies to assess, manage and monitor outsourced activities, with due diligence, approval and ongoing monitoring.

Article 12Compensation Controls

Banks need a board-approved compensation system with deferral and clawback, fixed-only director pay, capped bonuses for senior management, and a staff bonus pool capped at 5% of net profit.

Article 13Annual Governance Disclosure and Attestation

Banks must publish an annual corporate governance statement with compensation disclosures, related party transactions, and a chair-signed attestation confirming governance requirements were implemented and reviewed by the Board.

Article 14Islamic Banking Governance

Islamic banks must maintain internal Shari'ah review, protect investment account holders, follow Higher Shari'ah Authority directions, and immediately notify the Central Bank of material Shari'ah committee member concerns.

Article 18Transition Period

Banks had to fully comply with the Corporate Governance Regulation within three years of its effective date of 18 July 2019.

Article 4.2-retRecord Retention — Board and committee minutes

Banks must retain board and committee minutes for the life of the bank and make them available under Central Bank access rights; the regulation does not specify a fixed retention period, and the trigger is the meeting date.