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Article (1): Definitions

C 5/2020 Effective from 15/5/2020
  1. 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.
     
  2. 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.
     
  3. Beneficial shareholder: The natural person exercising or entitled to the rights of a particular direct shareholding.
     
  4. Beneficial shareholding: The particular direct shareholding over which a natural person exercises, or is entitled to exercise, the rights thereof, regardless of whether the natural or legal person is a direct shareholder.
     
  5. Board: The Bank’s board of directors.
     
  6. Central Bank: The Central Bank of the United Arab Emirates.
     
  7. Central Bank Law: Decretal Federal Law No. (14) of 2018 regarding the Central Bank & Organization of Financial Institutions and Activities.
     
  8. Control: 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.
     
  9. Controlling shareholder: One or more beneficial shareholder/s who, directly or indirectly, singly or acting in concert:
     
    1. a) own/s or control/s more than 50 percent of the sum of the issued ordinary shares and financial instruments convertible into ordinary shares;
       
    2. b) control/s more than 50 percent of the votes related to the sum of the issued ordinary shares and financial instruments convertible into ordinary shares;
       
    3. c) control/s the election of the majority of the directors and/or directs and determine/s the decisions of the board of directors; or
       
    4. d) exercise/s a controlling influence over the policies, strategies, governance, management or financial affairs of a bank, as determined by the Central Bank in its sole discretion.
       

    In determining the votes which can be exercised at a shareholders’ meeting, all votes related to ordinary shares and all votes related to other instruments which are convertible into ordinary shares must be included.

  10. Controlling shareholding: The issued ordinary shares and financial instruments convertible into ordinary shares held by Controlling Shareholders as defined in this Regulation
     
  11. Group: A group of entities which includes an entity (the 'first entity') and:
     
    1. a) any Controlling Shareholder of the first entity;
       
    2. b) any Subsidiary of the first entity or of any Controlling Shareholder of the first entity; and
       
    3. c) any Affiliate
    4.  
  12. Significant Shareholder: one or more beneficial shareholder/s who, directly or indirectly, singly or acting in concert;
     
    1. a) own/s or control/s a shareholding equal to or exceeding five percent (5%) of the sum of the issued ordinary shares and financing instruments convertible into ordinary shares;
       
    2. b) control/s votes equal to or exceeding five percent (5%) of the sum of the votes related to the issued ordinary shares and financial instruments convertible into ordinary shares.
       
  13. Significant shareholding: The issued ordinary shares and financial instruments convertible into ordinary shares held by Significant Shareholder. For the avoidance of doubt, a Controlling Shareholder is also a Significant Shareholder, and a Controlling Shareholding is also a Significant shareholding.
     
  14. Islamic Financial Services: Shari'ah compliant financial services offered by Islamic Banks and Conventional Banks offering Islamic banking products (Islamic Windows).
     
  15. Senior Management: The executive management of the Bank responsible and accountable to the Board for the sound and prudent day-to-day management of the Bank, generally including, but not limited to, the chief executive officer, chief financial officer, chief risk officer, and heads of the compliance and internal audit functions.
     
  16. Subsidiary: an entity (the 'first entity') is a subsidiary of another entity (the ‘second entity’) if the second entity:
     
    1. holds a majority of the voting rights in the first entity;
       
    2. 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;
       
    3. 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;
    4. Or:
      if the first entity is a subsidiary of another entity which is itself subsidiary of the second entity.