Definition of a Controller
GEN 11.8.2 GEN 11.8.2(1) A
Controlleris a Personwho, either alone or with any Associate:(a) holds 10% or more of the shares in either the Authorised Firmor a Holding Companyof that firm;(b) is entitled to exercise, or controls the exercise of, 10% or more of the voting rights in either the Authorised Firmor a Holding Companyof that firm; or(c) is able to exercise significant influence over the management of the Authorised Firm as a result of holding shares or being able to exercise voting rights in the Authorised Firmor a Holding Companyof that firm or having a current exercisable right to acquire such shares or voting rights.(2) A reference in this chapter to the term:(a) "share" means:(i) in the case of an Authorised Firm, or a Holding Companyof an Authorised Firm, which has a share capital, its allotted shares;(ii) in the case of an Authorised Firm, or a Holding Companyof an Authorised Firm, with capital but no share capital, rights to a share in its capital; and(iii) in the case of an Authorised Firm, or a Holding Companyof an Authorised Firm, without capital, any interest conferring a right to share in its profits or losses or any obligation to contribute to a share of its debt or expenses in the event of its winding up; and(b) "a holding" means, in respect of a Person, shares, voting rights or a right to acquire shares or voting rights in an Authorised Firmor a Holding Companyof that firm held by that Person either alone or with any Associate.
GEN 11.8.2 Guidance1. For the purposes of these Rules, the relevant definition of a
Holding Companyis found in the DIFC Companies Law. That definition describes when one body corporate is considered to be a holding company or a subsidiary of another body corporate and extends that concept to the ultimate holding company of the body corporate.2. Pursuant to Rule 11.8.2(1)(c), a Personbecomes a Controllerif that Person can exert significant management influence over an Authorised Firm. The ability to exert significant management influence can arise even where a Person, alone or with his Associates, controls less than 10% of the shares or voting rights of the Authorised Firmor a Holding Companyof that firm. Similarly, a Personmay be able to exert significant management influence where such Persondoes not hold shares or voting rights but has current exercisable rights to acquire shares or voting rights, such as under Options.