Entire Section

  • Authorised Market Institutions — Other Considerations

    • RPP 2-2-14

      In determining whether an Authorised Market Institution has satisfied its Licensing Requirements set out in AMI Rule 7.2.2, the DFSA will, in addition to the matters raised in this chapter, consider:

      (a) its arrangements, policies and resources for fulfilling its obligations under the Licensing Requirements;
      (b) its arrangements for managing conflicts and potential conflicts between its commercial interest and applicable regulatory requirements;
      (c) the extent to which its constitution and organisation provide for effective governance;
      (d) the arrangements made to ensure that the Governing Body has effective oversight of its Regulatory Functions;
      (e) the access the Key Individuals have to the Governing Body;
      (f) the size and composition of the Governing Body including:
      (i) the number of independent members on the Governing Body;
      (ii) the number of members of the Governing Body who represent Members of the Authorised Market Institution or other persons and the types of persons whom they represent; and
      (iii) the number and responsibilities of any members of the Governing Body with executive roles within the Authorised Market Institution.
      (g) the structure and organisation of its Governing Body, including any distribution of responsibilities among its members and committees;
      (h) the integrity, relevant knowledge, skills and expertise of the members of the Governing Body to provide effective leadership, direction and oversight of the Authorised Market Institution's business. For this purpose, such individuals should be able to demonstrate that they have, and would continue to maintain, including through training, necessary skills, knowledge and understanding of the Authorised Market Institution's business to be able to fulfil their roles;
      (i) the commitment necessary by the members of the Governing Body to fulfil their roles effectively, demonstrated, for example, by a sufficient allocation of time to the affairs of the Authorised Market Institution and reasonable limits on the number of memberships held by them in other Boards of Directors or similar positions. In particular, the DFSA will consider whether the membership in other Boards of Directors or similar positions held by individual members of the Governing Body has the potential to conflict with the interests of the Authorised Market Institution and its stakeholders;
      (j) the integrity, qualifications and competence of its Key Individuals;
      (k) its arrangements for ensuring that it employs individuals who are honest and demonstrate integrity;
      (l) the independence of its regulatory and listings departments from its commercial departments; and
      (m) whether the remuneration structure and strategy adopted by the Authorised Market Institution is consistent with the requirements in GEN Rule 5.3.31(1).
      Derived from DFSA GM8/2011 (Made 28th April 2011). [VER 1/02-11]
      Amended by Notice of Updates (Made 5th July 2012). July 2012 Edition

    • RPP 2-2-15

      The DFSA will consider a Director to be "independent" if the Director is found, on the reasonable determination by the Governing Body, to:

      (a) be independent in character and judgement; and
      (b) have no relationships or circumstances which are likely to affect or could appear to affect the Director's judgement in a manner other than in the best interests of the Authorised Market Institution.
      Derived from DFSA GM8/2011 (Made 28th April 2011). [VER 1/02-11]

    • RPP 2-2-16

      In forming a determination the Governing Body should consider the length of time the Director has served as a member of the Governing Body and whether the relevant Director:

      (a) has been an employee of the Authorised Market Institution or group within the last five years;
      (b) has or has had, within the last three years, a material business relationship with the Authorised Market Institution, either directly or as a Partner, shareholder, Director or senior employee of a body that has such a relationship with the Authorised Market Institution;
      (c) receives or has received, in the last three years, additional remuneration or payments from the Authorised Market Institution apart from a Director's fee, participates in the Authorised Market Institution's share option, or a performance-related pay scheme, or is a member of the Authorised Market Institution's pension scheme;
      (d) is or has been a Director, Partner or Employee of a firm which is the Authorised Market Institution's auditor;
      (e) has close family ties with any of the Authorised Market Institution's advisors, Directors or senior employees;
      (f) holds cross directorships or has significant links with other Directors through involvement in other bodies; or
      (g) represents a significant shareholder.
      Derived from DFSA GM8/2011 (Made 28th April 2011). [VER 1/02-11]