Board requirements · ADGM
ADGM board requirements (FSRA)
What ADGM expects of a company's board: how often it meets, who sits on it, what it must discuss, which committees and positions it needs. Rules last checked 1 July 2026, against the ADGM FSMR (FSMR 2020).
4
Board meetings a year (minimum)
2
Independent directors (minimum)
8
Mandatory agenda topics
Yes
Compliance officer required
Quorum and board composition
Quorum. Majority including at least one independent director; FSMR r.44
Mandatory agenda topics (8)
Topics the board must cover, and how often. A topic covered earlier in its period does not need repeating until the next period.
| Topic | How often | Reference |
|---|---|---|
| Compliance Status Review | Each quarter | ADGM FSMR r.44 |
| AML/CFT MLRO Report | Each quarter | ADGM AML r.8.3 |
| Risk Framework Review | Each half-year | ADGM FSMR r.52 |
| Related Party Transactions | Every meeting | ADGM CR s.228 |
| Financial Statements Approval | Once a year | ADGM CR s.281 |
| Remuneration Policy Review | Once a year | ADGM FSMR r.61 |
| Annual AML/CFT Efficacy Board Assessment & Endorsement | Once a year | ADGM AML r.8.4.2 |
| Business Continuity & Disaster Recovery Operation Review | Once a year | ADGM GEN r.4.6 |
Recommended topics (2)
Good practice under this rule set rather than a strict requirement.
| Topic | How often | Reference |
|---|---|---|
| Data Protection Compliance Review | Once a year | ADGM DPR Art.11 |
| Capital Expenditure Approval | Every meeting | ADGM CR s.195 |
Extra topics for some licence types
| Licence | Extra topics | Reference |
|---|---|---|
| Fund Manager / Trustee | Fund NAV & Valuation Review; Investor Reporting & Disclosure Compliance; Fund Liquidity Risk Management Review; Depositary / Custodian Report | ADGM FSMR / CIR |
| Crowdfunding Platform | Platform Governance & Operator Controls Review; Investor Disclosure & Risk Warning Compliance; Maximum Exposure Limits & Concentration Review | ADGM FSMR / Crowdfunding Framework |
| Crypto Asset / Digital Securities | Digital Asset Custody & Safeguarding Review; Technology & Smart Contract Risk Review; Market Conduct & Manipulation Surveillance | ADGM Digital Assets Framework |
Board committees
| Committee | Required? | Reference |
|---|---|---|
| Audit Committee | Recognised, not required | ADGM CR 2015 |
Board and key positions
Positions the rule set names. Mandatory positions must be filled, and for regulated firms usually approved by the regulator, before the role is taken up.
| Position | Required? | Reference |
|---|---|---|
| Board of Directors | Required | ADGM CR 2015 |
| Chairman | Optional | ADGM CR 2015 |
| Independent Director | Required | ADGM FSMR r.44 |
| Chief Executive Officer | Required | ADGM FSMR r.68 |
| Chief Financial Officer | Optional | ADGM FSMR r.68 |
| Compliance Officer | Required | ADGM FSMR r.68 |
| MLRO | Required | ADGM AML r.15 |
| Approved Risk Officer | Optional | ADGM FSMR r.68 |
Check your own board against these rules
Govern applies this rule set to your meetings: which topics are still open this year, and whether your minutes cover them. Bring a transcript or notes and it writes the minutes, with every gap marked.
Try GovernA summary for orientation, not legal advice. References link to the rule or to Arakan Lexara, where the full text can be searched. Source: ADGM FSMR. Other regulators: DFSA · VARA · CBUAE · Mainland