The Central Bank shall be managed by a Board of Directors of seven (7) members, including the Chairman and the Governor.

1) Members of the Board of Directors shall be appointed by a federal decree based on recommendation of the Cabinet, and shall serve for a four (4) year term renewable for similar periods. The Decree designates from among the members of the Board of Directors one or more deputy chairman.
2) The Chairman, his Deputies and the Governor, shall each have the rank of Minister.
3) The Chairman issues a decision defining the powers of his Deputies.
4) Subject to item three (3) of this article, should the Chairman be absent or his post became vacant, the Deputy Chairman shall replace him; and should both the Chairman and his Deputies be absent or their posts became vacant, the Governor shall replace them both.

1) Be of UAE nationality.

2) Have experience in economic, financial or banking affairs.

3) Not have been declared bankrupt or ceased repaying his debts.

4) Not have been convicted of a felony or a misdemeanor involving moral turpitude or dishonesty, unless rehabilitated.

5) Not an active minister, excluding the Chairman of the Board of Directors.

6) Not a member of the Federal National Council.

7) Not holding any position, a job or board of directors’ membership of any institution licensed by any of the Regulatory Authorities in the State or by any of the regulatory authorities in the Financial Free Zones.

8) Not a controller or auditor of accounts of a Licensed Financial Institution, nor owner, agent, or partner in any accounts audit firm.

Should a member of the Board of Directors resign, or his seat becomes vacant for any reason whatsoever prior to the expiry of his tenure, a successor shall be appointed, in accordance with the membership conditions referred to in Article (12) of this decretal law, for the remaining term of the Board of Directors.

1) Membership of the Board of Directors terminates upon end of the term without renewal, or through death, or resignation. Membership of the Board of Directors may also be terminated by a federal decree, based on the Cabinet approval, in any of the following cases:

1. a. If the member committed grave mistakes in the management of the Central Bank, or committed serious breach of his duties.
2. b. If the member absented himself from three (3) consecutive meetings of the Board of Directors without the Board of Directors’ approval, unless such absence was due to being on an official assignment, annual or sick leave, or due to any other acceptable reason.
3. c. If the member no longer satisfies any of the membership conditions referred to in Article (12) of this decretal law.
4. d. If the member was rendered incapable of performing his functions, for any reason whatsoever.

2) Where term of the membership of the Board of Directors has expired without renewal, members of the Board of Directors shall continue to perform their functions until such time new members are appointed.

The Board of Directors shall, within the limitations imposed by the provisions of this decretal law, exercise all powers required for achieving the objectives for which the Central Bank has been established.

The Board of Directors shall, in particular, exercise the following:

1) Approve regulations, rules, standards, instructions and business controls to perform its functions and competences, and take all measures and actions necessary to enforce the provisions of this decretal law.

2) Establish and oversee implementation of polices for deployment and management of the Central Bank’s Own Funds and assets.

3) Decide on matters relating to issuance of the Currency and its withdrawal from circulation.

4) Issue regulations relating to organization of Licensed Financial Activities and decide on related matters, including regulations and procedures relating to supervision and oversight thereof, and determine conditions and rules for granting licenses to Licensed Financial Institutions to carry on Licensed Financial Activities and authorizations to undertake Designated Functions.

5) Approve regulations, rules, standards, instructions and business controls for insurance and reinsurance companies, insurance agents and the professions associated therewith.

6) Establish policies, and approve regulations relating to prudential supervision, and the standards and guidelines relating to Licensed Financial Activities.

7) Establish regulations and standards for protection of consumers of Licensed Financial Institutions.

8) Approve regulations, controls, and procedures for countering money laundering and combating terrorism financing and unlawful organizations.

9) Take necessary actions, procedures and impose administrative penalties against any Person violating the provisions of this Decretal Law, and regulations issued in implementation thereof.

10) Approve rules and regulations for maintaining integrity and efficiency of Financial Infrastructure Systems licensed, established, developed, or operated by the Central Bank.

11) Approve risk management and compliance policies at the Central Bank.

12) Approve Central Bank’s bylaws, issue the organizational structure and the administrative, financial and technical regulations, and determine powers and competencies, within the limitations of the provisions of this Decretal Law.

13) Approve human resources policies at the Central Bank.

14) Approve rules for the Central Bank institutional governance, including a set of rules and regulations aimed at achieving performance quality and excellence, in line with the Government’s strategic plans and objectives.

15) Decide on loans and advances granted to the Government, in accordance with the provisions of this Decretal Law.

16) Approve settlements and reconciliations relating to Central Bank’s businesses.

17) Approve the Central Bank’s annual budget and any variations thereof during the year.

18) Approve the Central Bank’s annual final accounts and the amount of net annual profits.

19) Regulate the mechanism of objections related to the insurance activity.

20) Deal with all other matters deemed within its powers, and are conducive to achievement of the objectives of the Central Bank and the discharge of its functions, in accordance with the provisions of this Decretal Law.

1) The Board of Directors may form the committees it deems appropriate to assist in the discharge of its functions and competences in accordance with the provisions of this decretal law. Such committees may be formed from within the Board of Directors, or from outside the Board of Directors. The Board of Directors may also form committees and advisory boards, which include in their membership Persons from outside the Central Bank, and shall determine the remunerations of members of such committees and boards.

2) The Board of Directors may delegate some of its powers to the Chairman, to the Governor, or to any committee derived from the Board of Directors.

3) The Board of Directors may, annually, review the terms of reference and performance of the committees formed in accordance with item (1) of this article, and may take necessary actions to ensure compliance with professional and international standards, codes of conduct and governance.

1) Pursuant to this decretal law, a Shari’ah authority referred to as “Higher Shari’ah Authority” affiliated to the Central Bank shall be established with a membership of not less than five (5) members and not exceeding seven (7) members, with knowledge and experience in the jurisprudence of Islamic financial transactions.

2) The Board of Directors shall approve the authority’s charter, its functions and competencies, and the mechanism for financing the costs of its establishment and continuity of work.

3) The Governor shall issue a decision to form the authority and appoint its members.

4) Licensed Financial Institutions, which carry on the whole or part of their business and activities in compliance with the provisions of Islamic Shari’ah shall bear all expenses of the Authority referred to in item (1) of this article, including remunerations, allowances and expenses of its members according to the decision issued by the Board of Directors.

5) The Higher Shari’ah Authority shall determine the rules, standards, and general principles applicable to Shari’ah-compliant Licensed Financial Activities and business, and shall undertake supervision and oversight of the internal Shari’ah supervisory committees of Licensed Financial Institutions, referred to in Article (79) of this decretal law.

6) The Higher Shari’ah Authority shall approve Islamic monetary and financial tools issued and developed by the Central Bank to manage monetary policy operations within the State, and provide its opinion regarding the specific regulatory rules and instructions relating to the operations and activities of Licensed Financial Institutions which conduct the whole or part of their business and activities in accordance with the provisions of Islamic Shari’ah.

7) The Fatawa and opinions of the Higher Shari’ah Authority shall be binding on the internal Shari’ah supervisory committees, referred to in Article (79) of this decretal law, and on Licensed Financial Institutions which conduct the whole or part of their business and activities in accordance with the provisions of Islamic Shari’ah.

8) The Higher Shari’ah Authority may seek assistance of a specialized entity, if deemed necessary, to conduct a Shari’ah external audit of the business of any Licensed Financial Institution, which carry on the whole or part of their business and activities in accordance with the provisions of Islamic Shari’ah, and the conditions and procedures determined by the Authority, at the expense of the concerned institution.

The Board of Directors may, upon recommendation of the Governor, appoint senior Central Bank executives, with titles of deputy, assistant governors, or any other titles the Board of Directors deems appropriate. The decision appointing the deputies and assistants shall determine their competences, salaries, and remunerations.

1) The Governor, his deputies and assistants shall devote their full time to their work at the Central Bank, and none of them may hold any paid or unpaid position, or be a member of the Board of Directors of any of the Regulatory Authorities in the State, or in the Financial Free Zones or the Board of Directors of any Licensed Financial Institution, or enter, directly or indirectly, in any contracts concluded by the Public Sector.

2) The prohibition referred to in item (1) of this article shall not apply to assignments entrusted to any of them by the Government in the Public Sector, including representation in international conferences, or representation of the Public Sector in the various committees, subject to the approval of the Board of Directors.

The Board of Directors shall set up a regulation regarding remunerations of the Governor and his other entitlements, and the remunerations of the Chairman and members of the Board of Directors. A federal decree, in this respect, shall be issued.

1) The Board of Directors shall, upon invitation by the Chairman, hold an ordinary meeting, at least once every sixty (60) days.

2) The Chairman of the Board of Directors may call the Board of Directors to convene whenever the need arises.

3) The Chairman of the Board of Directors shall convene the Board of Directors upon request of, at least, three (3) members of the Board of Directors.

Five (5) members of the Board of Directors including the Chairman of the Board of Directors, one of his deputies, or the Governor, shall constitute quorum for any meeting.

Decisions of the Board of Directors shall be adopted by a majority vote of the members present. In case of a tie, the Chairman of the session shall have the casting vote.

Without prejudice to the powers and competencies of the Chairman of the Board of Directors, the Governor shall be the legal representative of the Central Bank, and shall sign, on its behalf, all instruments, contracts and documents.

Without prejudice to any competencies established for the Board of Directors or the Chairman of the Board of Directors, the Governor shall conduct and manage all the affairs of the Central Bank, and issue regulations, systems and policies approved by the Board of Directors. The Governor shall be responsible for the implementation of this Decretal Law, the regulations of the Central Bank and decisions of the Board of Directors. He may delegate some of his powers and competencies to any of his deputies, assistants, or some senior staff of the Central Bank.

1) The Central Bank, members of the Board of Directors, members of committees formed by the Board of Directors, whether from within its membership or from outside, staff of the Central Bank and its duly authorized representatives, shall be exempt from civil liability towards third parties, in respect of the following:

1. a. Exercise, or failure to exercise, the functions, powers, authorities and businesses of the Central Bank, or their own functions, competencies and powers, authorities, and all related practices;
2. b. Instructions, guidelines, declarations, data, statements and opinions given by them in relation to the practice of the Central Bank’s functions, powers, authorities and businesses, or their own functions, competencies, authorities and businesses – unless bad faith, with intent to harm third parties, was established.

2) The Central Bank shall bear all charges, costs, expenses, and attorney fees relating to the defense of the Persons referred to in item (1) of this article, in lawsuits pertaining to discharge of their functions at the Central Bank.

1) Any member of the Board of Directors, any member of the committees formed by the Board of Directors, any employees or representatives of the Central Bank; any experts, technical personnel, or academics the Central Bank deals with, shall not disclose any information that is confidential, unless such disclosure is consistent with the provisions of item (3) of this article. This prohibition shall remain effective even after the expiry of membership or termination of the service or the function.

2) Confidential information shall include all information received by any of the Persons referred to in item (1) of this article, by virtue of their positions, or in the course of discharging their functions, as long as such information were not made available to the public through official or legal means.

3) Without prejudice to the provisions of Article (28) of this Decretal Law, confidential information may be disclosed where such disclosure is permitted, legally enforced, or addressed to authorities and agencies within the State or in other jurisdictions.

1) A member of the Board of Directors shall, upon his appointment, declare his interests, which may conflict with his membership at the Board of Directors, and whenever a conflict of interest arises. Should any member of the Board of Directors have a personal interest in any contract or dealing to which the Central Bank is party, such member must declare those interest prior to the discussion of the subject; withdraw from the meeting when such dealing or contract is discussed, and should not participate in voting pertaining thereto, in accordance with the code of conduct and governance rules issued by the Board of Directors.

2) Every employee or representative of the Central Bank shall disclose to his manager, or his immediate superior, any interest which may be in conflict with the discharge of his functions, and he may not participate in exchange of opinions, and decisions or measures, taken in this regard.

3) The Board of Directors shall establish codes of conduct for employees and representatives of the Central Bank, as well as disclosure procedures, compliance, and governance.

1) The Central Bank may, within the scope of its jurisdiction and in accordance with the Law, cooperate with the concerned regulatory authorities in other countries, and with international institutions, in providing assistance and exchanging information, subject to the following:

1. a. The request is made on basis of reciprocity.
2. b. The request does not contravene any of the State’s established laws and regulations.
3. c. The request is serious and important.
4. d. The request is not in conflict with the public interest and public order requirements.

2) The Central Bank shall, in coordination and collaboration with the concerned regulatory authorities, within applicable laws, exercise its powers on Licensed Financial Institutions operating outside the State or in Financial Free Zones.

The Central Bank may seek the assistance of experts, technical personnel and academics, determine their remunerations and entitlements. The Board of Directors may also invite to its meetings whomever it wishes to hear their opinion on a specific issue, and such invitee to the meeting shall have no counted vote in deliberations.

1) The Central Bank may publish the draft regulations and rules it intends to issue in relation to organization of businesses of Licensed Financial Institutions and Licensed Financial Activities, for their feedback, via a public notice to the concerned parties.

2) The Central Bank may invite concerned parties to provide their feedback on the draft rules and regulations referred to in item (1) of this article, within the period prescribed by the Central Bank.

3) The Central Bank may decide not to publish the draft regulations referred to in item (1) of this article, if it deems such publication contrary to public interest, or to the achievement of the Central Bank’s objectives and discharge of its functions.