The following terms shall have the meaning assigned to them below for the purposes of these Standards:
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| 1.1 | Actuary: a Person licensed or authorized by the CBUAE to determine the value and price of the insurance policies, and to assess the technical provisions, accounts and all matters related thereto. |
| 1.2 | 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. |
| 1.3 | Applicant: a nominee for appointment or reappointment to a Designated Function in a Licensee. The term ‘Applicant’ is captured by Authorised Individual, where relevant. |
| 1.4 | Authorisation: the Central Bank’s formal approval or non-objection to the appointment or reappointment of a Person to a Designated Function or any other function within a Licensee, as determined by the Central Bank. |
| 1.5 | Authorized Individual: any natural Person authorized in accordance with the provisions of the Central Bank Laws, to carry on any of the Designated Functions. In the case of Insurance Companies, and Insurance-Related Professionals, the term Authorized Individual includes Senior Employees. |
| 1.6 | Authorized Manager: a natural Person appointed by a foreign Insurance Company to manage its Branch in the State. |
| 1.7 | 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. |
| 1.8 | Board: the board of directors of the Licensee. In the case of branches of foreign Licensees, Board refers to the highest decision making body of the Licensee within the State, for example, the Senior Management committee. |
| 1.9 | Branch: a branch of the Insurance Company that carries out insurance activities in the name of the Insurance Company. |
| 1.10 | Central Bank: the Central Bank of the United Arab Emirates (CBUAE). |
| 1.11 | Central Bank Law: the Decretal Federal Law No. (14) of 2018 Regarding the Central Bank & Organisation of Financial Institutions and Activities, as amended. |
| 1.12 | Central Bank Laws: the Central Bank Law and the Insurance Law. |
| 1.13 | Chief Executive Officer: the most senior executive appointed by the Board, and in the case of a Branch, this refers to the Authorized Manager. |
| 1.14 | Collective Suitability: the structure and composition of a Licensees’ Board, which allows for full appreciation of the Licensees’ risk profile and business strategy to enable it to exercise effective challenge and oversight of decisions. The assessment of Collective Suitability takes into consideration, inter alia, size and structure, degree of independence and interaction, degree of diversity, and collective, relevant knowledge, skills and experience. |
| 1.15 | Compliance with Islamic Shari’ah Provisions: refers to compliance with Islamic Shari’ah in accordance with:
| a. | The provisions stated in Section Six of Book Three of the Commercial Transactions Law, | | b. | The provisions contained in the bylaws issued implementing Section Six of Book Three of the Commercial Transactions Law, | | c. | The resolutions, Fatwas, regulations and standards issued or approved by the Higher Shari’ah Authority in relation to businesses and activities of the Licensee ("HSA’s Resolutions"), | | d. | The resolutions and Fatwas issued or approved by the Internal Shari’ah Supervision Committee of the respective Licensee, in relation to businesses and activities of such Licensee ("ISSC’s Resolutions"), provided that they do not contradict the HSA’s resolutions.
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| 1.16 | Conflict of Interest: a situation of actual or perceived conflict between the duty and private interests of a Person, which could improperly influence the performance of his/her duties and responsibilities. |
| 1.17 | Continuous Professional Development (CPD): any type of training or learning undertaken by a Person, which increases relevant knowledge, understanding and experiences of a subject area or role. |
| 1.18 | Control Functions: The Licensee’s functions that have a responsibility independent from management to provide objective assessment, reporting and/or assurance; this includes the risk management function, the compliance function and the internal audit function. |
| 1.19 | Designated Functions: functions of the Authorized Individual at, or for the benefit of, a Licensee of influential nature on the institution's activities. |
| 1.20 | Fit and Proper Process: the evaluation of a Licensee’s proposed and existing members of the Board and Senior Management, Material Risk Takers and other Persons, as determined by the Central Bank. |
| 1.21 | Group: a group of entities that includes an entity (the ‘first entity’) and:
| a. | any Parent of the first entity; | | b. | any Subsidiary of the first entity or of any Parent of the first entity; and | | c. | any Affiliate.
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| 1.22 | Health Insurance Claims Management Company: a Juridical Person licensed by the CBUAE to carry out health insurance claims management business. |
| 1.23 | Higher Sha’riah Authority: an authority that exercises the mandates and authorities stipulated in Regulations regarding Takaful Insurance and the notices issued by the Central Bank. |
| 1.24 | Insurance Agent: a Person licensed or authorized by the CBUAE, and is approved by the Insurance Company and authorized to carry out insurance activities on its own behalf or on behalf of a Branch thereof. |
| 1.25 | Insurance Broker: a Juridical Person licensed by the CBUAE and acts as independent intermediary in insurance and reinsurance operations between an insurance or re-insurance applicant on the one side and any Insurance Company on the other side, and receives, in consideration of its efforts, a commission from the Insurance Company with which insurance or reinsurance is concluded. |
| 1.26 | Insurance Company: an insurance company established in the State as well as a foreign insurance company licensed to carry out insurance business in the State, either through a Branch or through an Insurance Agent; and a Re-Insurance Company licensed to engage in re-insurance business either in the State or abroad. |
| 1.27 | Insurance Consultant: a Person licensed or authorized by the CBUAE to examine insurance requirements for their clients and give advice in respect of the suitable insurance coverage, assistance in preparing insurance requirements and receives their remuneration from their clients. |
| 1.28 | Insurance Law: the Federal Decree-Law No. (48) of 2023 Regulating Insurance Activities and its Executive Regulations, and any amendments thereof. |
| 1.29 | Insurance-Related Professions: any Person licensed or authorized by the CBUAE to operate as an Insurance Agent, Insurance Broker, Surveyor and Loss Adjuster, Insurance Consultant, Actuary or Health Insurance Claim Manager, or any other profession related to insurance as determined and regulated by a resolution of the Board of Directors of the Central Bank. |
| 1.30 | Internal Shari’ah Supervision Committee (ISSC): a body appointed by an Islamic financial institution/ a Takaful Insurance Company, comprised of scholars specialized in Islamic financial transactions, which independently supervises transactions, activities, and products of the Islamic financial institution / the Insurance Company and ensure its Compliance with Islamic Shari’ah Provisions in all its objectives, activities, operations, and code of conduct. |
| 1.31 | Islamic Financial Institutions: the Licensed Financial Institutions that conduct all or part of their activities and businesses in accordance with the provisions of Islamic Shari'ah. |
| 1.32 | Juridical Person: any person who is not a natural Person. |
| 1.33 | Licence: authorisation issued by the Central Bank to conduct the business of a Licensee. |
| 1.34 | Licensed Financial Activities: the financial activities subject to Central Bank licensing and supervision, which are specified in Article (65) of the Central Bank Law. |
| 1.35 | Licensed Financial Institutions: Banks and Other Financial Institutions licensed in accordance with the provisions of the Central Bank Law, to carry on a Licensed Financial Activity or more, including those which carry on the whole or a part of their business in Compliance with the Islamic Shari`ah Provisions, and are either incorporated inside the State or in other jurisdictions, or have branches, Subsidiaries or Representative Offices inside the State. |
| 1.36 | Licensee: a Licensed Financial Institution, an Insurance Company, Takaful Insurance Company or an Insurance-Related Profession, which is subject to the provisions of the Regulation and its accompanying Standards. |
| 1.37 | Material Risk Takers: Staff whose work is deemed to have a significant impact on the overall risk profile of the Licensee or the Group. |
| 1.38 | Other Financial Institutions: any Juridical Person, other than Banks, licensed, in accordance with the provisions of the Central Bank Law, to carry on a financial activity or more, of the Licensed Financial Activities. |
| 1.39 | Parent: an entity (the ‘first entity’) which:
| a. | holds a majority of the voting rights in another entity (the ‘second entity’); | | b. | 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 | | c. | 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; | | d. | if the second entity is a subsidiary of another entity which is itself a subsidiary of the first entity.
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| 1.40 | Person: a natural Person. |
| 1.41 | Regulations: any resolution, regulation, circular, rule, standard or notice issued by the Central Bank or any resolution issued by the Higher Sha’riah Authority |
| 1.42 | Representative Offices: an office licensed in accordance with the provisions of the Central Bank Law, to carry on representation of a financial institution incorporated in other jurisdictions. |
| 1.43 | Senior Employee: any Person who occupies an executive position equivalent to the duties of a Director-General, Authorized Manager or the deputy or assistant of either one, or any department director, internal audit director or Branch manager. |
| 1.44 | Senior Management: the executive management of the Licensee responsible and accountable to the Board for the sound and prudent day-to-day management of the Licensee, generally including, but not limited to, the Chief Executive Officer, chief financial officer, chief risk officer, heads of the compliance and internal audit functions. |
| 1.45 | Staff: all the Persons working for a Licensee including the members of Senior Management, except for the members of its Board. |
| 1.46 | State: the United Arab Emirates (UAE). |
| 1.47 | Subsidiary: an entity (the ‘first entity’) is a subsidiary of another entity (the ‘second entity’) if the second entity:
| a. | holds a majority of the voting rights in the first entity; | | b. | 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; or | | c. | 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; | | d. | if the first entity is a subsidiary of another entity which is itself a subsidiary of thesecond entity.
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| 1.48 | Surveyor and Loss Adjuster: a Person licensed or authorized by the CBUAE to inspect and assess the damage incurred in the subject of insurance. |
| 1.49 | Takaful Insurance: a collective contractual scheme intended to achieve solidarity and cooperation among a group of contributors to address certain risks, where each one pays an amount of money called “contribution” to be deposited in a Takaful insurance fund, through which compensation is to be paid to eligible persons when a risk is sustained. |
| 1.50 | Takaful Insurance Company: an Insurance Company, which is incorporated and practices its business in accordance with the provisions of the Central Bank Laws and Regulations, and whose carried out businesses and activities are in Compliance with the Islamic Shari’ah Provisions.
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