Board requirements · DFSA
DFSA board requirements (DIFC)
What DFSA 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 DFSA Rulebook (GEN VER72).
4
Board meetings a year (minimum)
—
No fixed independent-director minimum
11
Mandatory agenda topics
Yes
Compliance officer required
Quorum and board composition
Quorum. Majority of directors; GEN 5.3.30 requires adequate composition and oversight capability — no fixed independent director quorum prescribed for standard authorised firms.
Independent directors. DFSA GEN 5.3.30 does not prescribe a fixed minimum. The Governing Body must have an adequate number and mix of individuals with relevant knowledge, skills, expertise and time commitment (principles-based). Firms without a regulatory track record are expected to appoint at least one independent director. The Enhanced Corporate Governance Regime (listed Reporting Entities only) imposes stricter composition rules.
Mandatory agenda topics (11)
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 | DFSA GEN 5.3 (Compliance) |
| AML/CFT Officer Report | Each quarter | DFSA AML 11.4 / AML 14.5 |
| Risk Appetite Statement Review | Once a year | DFSA PIB 2.5 |
| Internal Audit Report | Each half-year | DFSA GEN 5.3 (Internal Audit) |
| Related Party Transactions Review | Each quarter | DFSA COB 3.5 |
| Financial Statements Review | Once a year | DFSA GEN 8.3 |
| Compliance Officer Appointment/Reaffirmation | Once a year | DFSA GEN 7.5 / GEN 5.3 (Compliance) [VERIFY] |
| Annual MLRO Assessment Board Endorsement | Once a year | DFSA AML 14.5 / AML 11.4 |
| Whistleblower Facility Efficacy Review | Once a year | DFSA GEN 5.4 |
| Disaster Recovery & Business Continuity Stress Test | Once a year | DFSA GEN 5.3.23 |
| Cyber Risk Management Framework Review | Once a year | DFSA GEN 5.5 (Governance) |
Recommended topics (2)
Good practice under this rule set rather than a strict requirement.
| Topic | How often | Reference |
|---|---|---|
| Capital Expenditure Approval | Every meeting | DFSA GEN 5.2 [VERIFY] |
| Whistleblower Report Review | Each half-year | DFSA GEN 5.4 |
Extra topics for some licence types
| Licence | Extra topics | Reference |
|---|---|---|
| Crowdfunding Provider | Platform Governance & Operator Controls Review; Investor Disclosure & Risk Warning Compliance; Maximum Exposure Limits & Concentration Review; Platform Technology & Cybersecurity Audit; Default & Arrears Management Report; Client Asset Safeguarding Review | DFSA COB Chapter 11 (Crowdfunding) |
| Authorised Firm — Investment Management | Client Portfolio Performance & Mandate Adherence; Best Execution Policy Review; Asset Valuation Methodology Review; Conflicts of Interest Register Review | DFSA COB (VER51/07-26) / CIR (VER40/01-26) |
| Insurer / Takaful Operator | Claims Management & Reserve Adequacy Review; Solvency & Capital Adequacy Review; Reinsurance Arrangements Review; Annual Regulatory Return Board Approval | DFSA PIN (VER18/04-23) / IFR (VER22/12-25) |
| Authorised Market Institution (AMI) | Market Surveillance & Integrity Report; Participant Compliance Monitoring; System Resilience & Business Continuity Review | DFSA AMI (VER30/01-26) |
Board committees
| Committee | Required? | Reference |
|---|---|---|
| Audit Committee | Recognised, not required | DFSA GEN 5.3.20 |
| Risk Committee | Recognised, not required | DFSA GEN 5.3 |
| Remuneration Committee | Recognised, not required | DFSA GEN 5.3 |
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 | DFSA GEN 5.3 |
| Chairman | Optional | DFSA GEN 5.3 |
| Licensed Director | Optional | DFSA GEN 7.3 |
| Independent Director | Optional | DFSA GEN 5.3.30 |
| Senior Executive Officer | Required | DFSA GEN 7.4.1 |
| Finance Officer | Required | DFSA GEN 7.4.1 |
| Compliance OfficerReports to Board or SEO. Cannot combine with SEO or Finance Officer — DFSA GEN 7.4.2 | Required | DFSA GEN 7.4.1 |
| MLROMust report directly to Board. Cannot combine with SEO, FO, or CO — DFSA AML 11.4 / GEN 7.4.2 | Required | DFSA AML 11.4 |
| Internal AuditorFunctionally independent of management — reports to Board or Audit Committee | Optional | DFSA GEN 5.3.23 |
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: DFSA Rulebook. Other regulators: ADGM · VARA · CBUAE · Mainland