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  • Consultation Paper No. 1 Consultation Paper No. 1 Regulatory Law

    January 2003

    THIS DRAFT LAW IS PUBLISHED FOR CONSULTATION PURPOSES ONLY. THE REGULATORY AUTHORITY RESERVES THE RIGHT TO AMEND THIS DRAFT AT ITS SOLE DISCRIPTION. THE ENACTMENT OF THIS DRAFT LAW IS CONDITIONAL UPON THE OFFICIAL PUBLICATION OF A FEDERAL DECREE, THE AMENDMENT OF DUBAI DECREE NO. 3 OF 2002, AND THE ISSUANCE OF THE LAW BY THE CHAIRMAN OF THE DIFC.

    REGULATORY LAW OF THE DUBAI INTERNATIONAL FINANCIAL CENTRE

    Primary Purposes

    1. To establish a detailed constitution for the DIFC's Regulatory Authority.
    2. To set out the legal framework for licensing Financial Institutions and other service providers in DIFC.
    3. To provide a disciplinary and regulatory enforcement scheme that is fair to DIFC participants whilst enabling the Regulatory Authority to uphold the integrity of the Centre.

    Part 1 - General

    Articles 2 and 3 refer to Dubai Law No. 3 of 2002, which is the Emiri law that created the jurisdictional framework within which the Law and the entities it creates will operate. Article 2 of Schedule 1 to the Law explains the legislative hierarchy (Tiers 1 to 4 and Guidance) and explains that the Law is Tier 3 Legislation.

    The Law contains many "enabling" provisions. These are designed to enable the Regulatory Authority to make secondary legislation within constraints imposed in the Law. Many of the operative provisions of the regulatory regime, such as descriptions of which Financial Services activities will constitute licensable activities, will be contained in Tier 4 Legislation made by the Regulatory Authority under the Law.

    Part 2: The Regulatory Authority

    Chapter 1 - The structure of the Regulatory Authority

    Articles 8(1) and 8(3)

    The Regulatory Authority is established as a Body Corporate under the Law, with its main constitutional provisions set out at Schedule 2 to the Law. It is anticipated that additional constitutional provisions will be created by means of Tier 4 Legislation or less formal documents (for example, the rules and procedures of committees of the Regulatory Authority).

    Article 9

    In common with equivalent Regulators in, for example, Australia, Hong Kong and the U.K., the Regulatory Authority has been set statutory objectives to govern its activities. These objectives have been drafted both for the sake of the operation of the DIFC's regulatory regime in the DIFC but also so that the Regulatory Authority may participate in extra-territorial activities such as dealing and co-operating with other Regulators (see further, Article 23). This latter Category of objectives reflects the increasing need for regulatory issues (which often cross national borders, such as Money laundering) to be addressed in co-operation with Regulators and other bodies in other states.

    Article 10

    Article 10 sets out the main elements of the structure of the Regulatory Authority. Provisions relating to each element have their own chapters later in the Law. Article 10 also indicates that the Regulatory Authority may appoint further committees.

    A diagram showing the different parts of the Regulatory Authority is attached at Appendix 1.

    Articles 11 and 12

    Article 11 enables the Chairman to appoint an independent Person to review and report to him on the efficiency and effectiveness of the use by the Regulatory Authority of its resources. Article 12 obliges the Regulatory Authority to report to the Chairman annually in relation to its activities. These are important tools with which the Regulatory Authority can be held accountable, both in relation to financial and non-financial aspects of its activities.

    Articles 19 and 20

    These Articles are designed to ensure that the Regulatory Authority is subject to financial reporting and robust auditing requirements similar to those which may apply to other corporate entities established in the DIFC. Again, these reporting and auditing requirements are designed to aid the transparency of the Regulatory Authority's activities and, therefore, its accountability.

    Article 22

    This Article gives the Regulatory Authority the broad powers of information gathering and inspection in relation to licensed entities necessary for it to carry out its regulatory functions. A set of restrictions on the exercise of these powers may be set out in Tier 4 Legislation by the Regulatory Authority.

    Article 23

    It is important that the Regulatory Authority is able to co-operate fully with other Regulators, especially given the cross-border nature of issues such as Money Laundering. Accordingly, this Article allows the Regulatory Authority an unfettered right to pass and receive information to and from other Regulators, including information which is confidential to licensed entities. Article 23(2) allows the Regulatory Authority to exercise its powers under the Law to assist another regulator. This would enable the Regulatory Authority to examine the financial records of a Bank which is licensed in the DIFC, at the request of an overseas regulator.

    Chapter 2 - The Council of the Regulatory Authority

    Article 26

    The Council is the supervisory and legislative element of the Regulatory Authority, responsible mainly for supervising the activities of the Chief Executive, approving Tier 4 Legislation and exercising powers of appointment in relation to the Chief Executive, Regulatory Appeals Committee and Disciplinary Tribunal.

    It is anticipated that much Tier 3 and 4 Legislation will in practice be developed by the Chief Executive and his staff, usually at the initiative of the Council. In the case of Tier 3 Legislation, the draft legislation should be reviewed and may be approved by the Council, prior to such legislation being passed to the Chairman with a recommendation that it be approved and enacted. In the case of Tier 4 Legislation, the draft legislation should be reviewed and approved by the Council before it comes into force on being issued by the Council. Further, the Council may correspond with the Chairman in relation to legislative matters beyond its jurisdiction, for example, in relation to Tier 2 Legislation (Emiri law).

    Article 27

    The Chief Executive shall be a Member of the Council by virtue of his office as Chief Executive.

    Article 28

    The Council has the power of appointment in relation to the Chief Executive, subject to an obligation to consult the Chairman prior to exercising such power.

    Article 29

    This Article gives the Council a broad power to make Tier 4 Legislation "in respect of any matters Related to the objectives, powers or functions of the Regulatory Authority", examples of which are set out at (a) to (q) in the Article. The definitions of prohibited and licensable Financial Services activities will be issued by means of Tier 4 Legislation under (b) and the Related Licence application procedure will be set out by means of Tier 4 Legislation under (a).

    Article 30

    This Article provides that the Regulatory Authority will normally publish draft Tier 4 Legislation before it comes into force, together with a commentary and summary. In addition, publication of the draft legislation will normally precede a consultation period of up to 90 days. Under Article 30(4), these publication and/or consultation requirements can be disapplied where the Council concludes that they would be "prejudicial to the interests of the Centre".

    Chapter 3 - The Regulatory Appeals Committee of the Council

    Article 31

    The Members of the Regulatory Appeals Committee are appointed to the office by the Council. Given the role of the Regulatory Appeals Committee in hearing and determining appeals in relation to decisions of the Chief Executive, Article 31(2) provides that the Chief Executive and his staff may not be appointed to the office of Member of the Regulatory Appeals Committee.

    Article 32

    The Regulatory Appeals Committee will hear and determine appeals submitted under the circumstances set out in (a) to (1). The Council may extend the jurisdiction of the Regulatory Appeals Committee (for example, by adding grounds of appeal to those listed at (a) to (1)), by virtue of provision (m).

    Article 33

    This Article sets out the powers of a sub-committee of the Regulatory Appeals Committee, appointed under Article 34(3), both while hearing and on determination of an appeal. Further, Article 33(5) provides that there shall be no appeal in relation to a determination of the Regulatory Appeals Committee.

    Article 34

    Article 34(2) requires appeals to be submitted to the Regulatory Appeals Committee within 30 days of the relevant determination, although appeals may be accepted out of time at the discretion of the Regulatory Appeals Committee.

    Chapter 4 - The Disciplinary Tribunal

    Article 35

    The President and panel of Members of the Disciplinary Tribunal are appointed to such offices by the Council. As with the Regulatory Appeals Committee, the nature of the proceedings before the Disciplinary Tribunal means that officers, Employees and agents of any Authorised Firm, Exempt Firm or Ancillary Services Provider may not be appointed to an office with the Disciplinary Tribunal.

    Article 37

    The Disciplinary Tribunal will have jurisdiction in relation to alleged breaches of the Law or legislation made under the Law, in addition to other matters determined by the Council or provided for in other DIFC legislation.

    Article 39

    This Article sets out the powers of the Disciplinary Tribunal both during and at the conclusion of proceedings. Article 39(2) allows the Disciplinary Tribunal to, among other things, impose a fine, censure (including by means of public censure), order restitution or compensation to be paid and pay all or part of the costs of the proceedings. Article 39(3) allows for appeals to the Court from the Disciplinary Tribunal.

    Chapter 5 - The Chief Executive of the Regulatory Authority

    Article 41

    Article 41 sets out the powers of the Chief Executive. The Chief Executive is primarily responsible for exercising the executive power of the Regulatory Authority, subject to the supervision of the Council. This exercise of executive powers includes the operation of the DIFC's licensing and disciplinary regime and the development of legislation to be passed to the Council.

    Part 3: The Regulation of Financial Services in the Centre

    Chapter 1 - The Regulation of Financial Services

    Article 42

    Article 42 is the main provision governing the licensing regime to be operated by the Regulatory Authority and works as follows:

    • the conduct of "Financial Services" (to be defined by the Regulatory Authority) in the Centre is prohibited under Article 42(3);
    • the Regulatory Authority will designate some Financial Services as "Licensed Services";
    • a Licensed Service may be conducted by a Person with either a Licence from the Regulatory Authority (such as an Authorised Firm or Authorised Market Institution) or an exemption (an Exempt Firm).

    Article 43

    This Article allows the Regulatory Authority to exempt particular persons or Categories of Person from the Financial Services Prohibition contained in Article 42.

    Article 44

    The Regulatory Authority may define certain services (such as professional services) provided in relation to Licensed Services as "Ancillary Services". As the conduct of such services in or from the Centre is prohibited under Article 44(2), they may only be conducted by a party licensed by the Regulatory Authority as an Ancillary Service Provider.

    Article 45

    This Article allows the Regulatory Authority to establish a licensing regime in the Centre in relation to Exchanges, clearing and settlement institutions and Alternative Trading Systems.

    Chapter 2 - The Initial Licensing Process (Authorised Firms)

    Article 49

    The details of the Licence application process will be set out under Tier 4 Legislation by the Regulatory Authority. Article 49(2) allows the Regulatory Authority to apply a different set of Licensing Requirements in relation to applicants incorporated and/or licensed in other jurisdictions. This may be used to operate a "passporting" regime, by which a lighter set of requirements would apply to applicants from certain jurisdictions.

    Article 53

    This Article gives the Regulatory Authority a broad power to impose conditions and/or restrictions on a Licence. This power could be used, for example, to limit the types of customers with which a particular Authorised Firm is allowed to deal. Article 53(3) gives some procedural protection to Authorised Firms in such circumstances (the right to make representations to the Regulatory Authority). Even when this procedural protection is disapplied (under Article 53(4) it may be disapplied when the delay is "prejudicial to the interests of the Centre"), it may only be disapplied for 15 day periods at a time, after which further opportunities to make representations must be given.

    Chapter 3 - Extending a Financial Services Licence

    This Chapter allows for an Authorised Firm to add Licensed Services to its Licence. The Regulatory Authority is empowered to make Tier 4 Legislation governing this procedure.

    Chapter 4 - The Financial Services Licence - Variation, Suspension and Withdrawal

    Article 58 gives the Regulatory Authority power to suspend or withdraw authorisation in relation to all or part of a Licence in the circumstances set out in Article 58(3). The procedure for such a suspension or withdrawal is set out in Article 60 and provides an affected Authorised Firm with an opportunity to make representations in relation to such action.

    Chapter 5 - The Regulation of Authorised Individuals

    The Regulatory Authority may define a list of "Licensed Functions" under Article 62, including those set out at Article 62(2). Under Article 61(l), Authorised Firms cannot allow their officers, Employees or agents to carry out Licensed Functions unless they have been licensed by the Regulatory Authority as an Authorised Individual. The Regulatory Authority may make exemptions to this licensing regime, under Article 61(3).

    Chapter 6 - The Licensing Process (Authorised Individuals)

    Article 63 provides that applications for Authorised Individual status shall be made jointly by the relevant firm and individual. Article 64(3) allows the Regulatory Authority to vary the application process in relation to applicants which are al Authorised Individuals in respect of other Licensed Functions.

    Chapter 7 - Restrictions on Authorised and Exempt Individuals

    Article 68 gives the Regulatory Authority power in certain circumstances to prohibit persons from performing Licensed Functions or other functions which relate to the conduct of a Licensed Service. Procedural protections in relation to this power are provided for in Article 69.

    Chapter 8 - Other matters relating to licensing

    Article 74 extends the Regulatory Authority's powers in relation to a particular licensed entity for a period of twelve months after the date on which such entity's licensed status is surrendered or withdrawn. This is to prevent the surrender of a Licence being a means of avoiding the disciplinary and investigatory powers of the Regulatory Authority.

    Chapter 9 - Change of Control of Authorised Firms

    This Chapter contains a limited notification requirement in relation to the change of control of an Authorised Firm. It is anticipated that additional requirements will be imposed by the Regulatory Authority by means of Tier 4 Legislation.

    Part 4: Investigation and Enforcement

    Chapter 1 - The Conduct of Investigations

    Article 78

    The broad investigatory powers of the Regulatory Authority set out in Article 78 can only be exercised when it has "reasonable cause to believe" that the relevant Person "has committed or is committing an offence under the Law or legislation made under the Law". A Person who is subject to an investigation is entitled to instruct counsel to advise him under Article 78(6).

    Article 80

    Some procedural protections for persons subject to investigation are provided. For example, the Regulatory Authority is obliged under Article 80(l) to provide the relevant Person with written notice of the investigation prior to its commencement, "unless such notice is reasonably likely to hinder the investigation".

    Article 81

    This Article allows the Regulatory Authority to appoint a third party to conduct on its behalf an investigation under Article 78 (for example, to appoint forensic accountants to conduct an investigation). Article 82 indicates that representatives of Foreign Regulators may be appointed as Investigating Officers under Article 81, subject to appropriate supervision.

    Part 5: Powers of Intervention

    Articles 84 to 87 give the Regulatory Authority a range of powers by which it can control the affairs of an Authorised Firm in certain limited circumstances. For example, under Article 87, the Regulatory Authority may by written notice appoint one or more managers to manage the business of an Authorised Firm. The limited circumstances in which such powers may be exercised are set out in Article 88 and include where it appears to the Regulatory Authority that an Authorised Firm is not a fit and proper Person to remain licensed.

    Under Article 89, the Regulatory Authority may present a petition to the Court for the winding up of a company which is or has been an Authorised Firm, Exempt Firm or conducting Financial Services in breach of the Financial Services Prohibition.

    Part 6: Miscellaneous

    Article 90

    This Article obliges the Regulatory Authority to keep confidential information coming into its possession which is subject to a duty of confidentiality. This obligation is expressly subject to the powers of the Regulatory Authority to disclose confidential information to other Regulators under Article 23 or in other circumstances provided for in Tier 4 Legislation under Article 90(3).

    Article 91

    In addition to offences expressly provided for in different Articles under the Law, this Article provides that it shall also be an offence to breach a provision of the Law or legislation made under the Law.

    Article 92

    This Article provides that where offences are committed by a Body Corporate with the "consent or connivance" of an officer of such Body Corporate or be "attributable to any neglect on his part", the officer as well as the Body Corporate can also be guilty of the offence. This Article also extends to Bodies Corporate managed by their Members, to partnerships and to unincorporated associations.

    Article 93

    This Article makes for provision for actions for breach of statutory duty under the Law, although exclusions in respect of some aspects of such liability may be provided for in Tier 4 Legislation by the Regulatory Authority.

    Article 94

    This Article creates a public interest disclose obligation whereby a broad range of licensed and other persons are obliged to make such a disclosure in circumstances listed in Article 94(5), such as where the Person has a reasonable belief that such disclosure tends to show that a provision of the Law is being breached. Disclosures made in good faith are not actionable (under Article 94(3)) and "whistle blowers" are given some protection from their employers under Article 94(4).

    The disclosure must be made to the Regulatory Authority (therefore not to a third party such as a newspaper journalist) for such protections to be available (otherwise the disclosure would fall outside the definition of a "public interest disclosure" under Article 94(5)).

    Submission of Comments

    Please note, that although each draft is in near final form, it is still 'work in progress' and may therefore undergo further amendments prior to enactment. However, it is anticipated that any amendments would be technical in nature rather than substantive and therefore the Regulatory Authority believes it is a sensible time to engage in consultation.

    Any persons wishing to submit comments should, where applicable, provide details of the organizations they represent. In addition, persons suggesting alternative approaches are encouraged to submit the proposed text of possible amendments that would be necessary to incorporate their suggestions.

    Please note that the names of the commentators and the content of their submissions may be published on the Regulatory Authority website and in other documents to be published by the Regulatory Authority. If you wish your name to be withheld from publication by the Regulatory Authority, please indicate this when you make your submission.

    Any comments should be addressed to Ms. Roberta Calarese, Legislative Counsel, Regulatory Authority, P.O. Box 74777, Dubai, u.a.e. All comments should be provided in writing no later than 28 February 2003.

    • Appendix 1

      Appendix 1

    • Draft Law

      Part 1: General

      1. Title

      The Law may be cited as "The Regulatory Law No. [1] of 2003

      2. Legislative Authority

      The Law is made by the Chairman in accordance with the authority given to him by Dubai Law No. 3 of 2002.

      3. Application of the Law

      The Law applies in the jurisdiction created under Dubai Law No. 3 of 2002.

      4. Date of Enactment

      The Law is made on [insert date of enactment].

      5. Commencement

      (1) Subject to Article 5(2), the Law comes into force on [date].
      (2) The following provisions of the Law come into force on such dates as the Chairman may by written Instrument direct:
      (a) [relevant provisions]; and
      (b) [relevant provisions].

      6. Interpretation

      Schedule 1 contains:

      (a) interpretative provisions which apply to the Law; and
      (b) a list of defined terms used in the Law.

      7. Fines under the Law

      (1) The Chairman shall set and publish the maximum amounts of each of the levels of fine which may be imposed under the Law.
      (2) The Chairman may revise such amounts from time to time, such revisions to be published.

      Part 2: The Regulatory Authority

      Chapter 1 The Structure of the Regulatory Authority

      8. The Regulatory Authority

      (1) The Regulatory Authority is hereby established as a Body Corporate.
      (2) The Regulatory Authority is licensed by the Chairman to exercise its powers and perform its functions under the Law.
      (3) The Regulatory Authority shall have its own constitutional provisions, save that such provisions shall not be inconsistent with the provisions of Schedule 2.
      (4) [In exercising powers and performing functions under the Law the Regulatory Authority shall act in an independent manner, notwithstanding that it is an agency of the government of the Emirate of Dubai.]

      9. The objectives of the Regulatory Authority

      (1) The Regulatory Authority shall exercise its powers and perform its functions only in pursuit of its objectives under the Law.
      (2) The Regulatory Authority shall have the following objectives in relation to the conduct of Financial Services business:
      (a) the promotion and maintenance of the integrity of the Centre;
      (b) the promotion and maintenance of confidence in the Centre of users and prospective users of the Centre;
      (c) the maintenance of the financial stability of the Centre, including the reduction of systemic risk relating to the Centre;
      (d) the prevention of, detection of and the facilitation of punishment for crime and misconduct which may have or has had the potential to damage the reputation of the Centre;
      (e) the provision of appropriate protection to users of the Centre and Related persons such as customers of such users;
      (f) the promotion of understanding of the Centre among users and prospective users of the Centre and other interested persons; and
      (g) such other objectives as the Chairman may from time to time set in accordance with Dubai Law No. 3 of 2002.
      (3) In exercising its powers and performing its functions, the Regulatory Authority shall also take into consideration:
      (a) the need to promote and maintain the competitive position of the Centre;
      (b) the need to promote the position of the United Arab Emirates and the Emirate of Dubai as a Financial Services centre;
      (c) the need to co-operate with and provide assistance to regulatory authorities in the United Arab Emirates and other jurisdictions;
      (d) the international nature of the Financial Services industry;
      (e) the need to promote competition between persons in the Financial Services industry;
      (f) the need to minimise the adverse effects of the Regulatory Authority's activities on competition in the Financial Services industry;
      (g) whether the benefit of a particular requirement, action or omission to act outweighs the associated cost;
      (h) the need to operate in a transparent manner, including where appropriate by consulting interested persons, such that users, prospective users of the Centre and other interested persons are aware of the way in which the Regulatory Authority exercises its powers and performs its functions;
      (i) the need to use its resources in the most efficient way; and
      (j) the need to comply with relevant generally accepted principles of good corporate governance.

      10. Structure of the Regulatory Authority

      The Regulatory Authority shall be made up of.

      (a) the Council;
      (b) the Regulatory Appeals Committee of the Council;
      (c) the Disciplinary Tribunal of the Council;
      (d) the Chief Executive; and
      (e) other committees as may be duly appointed from time to time.

      11. Independent review of the Regulatory Authority

      (1) The Chairman may appoint an independent Person to review and report to the Chairman on any aspect of the efficiency and effectiveness of the use by the Regulatory Authority of its resources.
      (2) The office of the Chairman shall meet the reasonable expenses incurred by such Person in preparing the report.
      (3) A Person appointed under Article 11(1) has a right of access at all reasonable times to all information which is reasonably required by him for the purposes of preparing the report and which is held or controlled by any officer, Employee or agent of the Regulatory Authority.
      (4) Such Person shall be entitled reasonably to require from the officers, Employees and agents of the Regulatory Authority such information and explanations as he considers necessary for the purpose of preparing the report.
      (5) A Person shall not, without reasonable excuse, intentionally engage in conduct that results in the obstruction of a Person appointed under Article 11(1) in the exercise of his powers under Article 11.
      (6) A Person who contravenes Article 11(5) is liable to a fine not exceeding [level of fine].

      12. Reporting by the Regulatory Authority to the Chairman

      (1) The Regulatory Authority shall provide the Chairman with a written report on the exercise of its powers, performance of its functions and financial activities.
      (2) Such report shall be prepared and provided as soon as reasonably practicable in each financial year of the Regulatory Authority and shall relate to its previous financial year.
      (3) Unless the Chairman directs otherwise, such report shall be published by the Regulatory Authority without undue delay.

      13. Liability

      (1) Subject to Article 13(2), the Regulatory Authority may be sued in its own name.
      (2) Neither the Regulatory Authority nor any officer, Employee or agent of the Regulatory Authority can be held liable for anything done or omitted to be done in the performance or purported performance of the functions of the Regulatory Authority under the Law.
      (3) Article 13(2) does not apply if the act or omission is shown to have been in bad faith.

      14. Financial year

      The financial year of the Regulatory Authority commences on [1 January] in each calendar year or such other date as the Chairman may specify.

      15. Taxation

      The income of the Regulatory Authority shall not be subject to taxation.

      16. Record keeping

      The Regulatory Authority shall make suitable arrangements for keeping appropriate records in relation to the exercise of its powers and the performance of its functions.

      17. Funding of the Regulatory Authority

      (1) In respect of each financial year of the Regulatory Authority, the office of the Chairman shall provide financial resources to the Regulatory Authority to the extent necessary to ensure that it is able adequately to perform its functions under the Law.
      (2) The Regulatory Authority may invest its financial resources which are not immediately required in accordance with an Investment policy approved in advance by the Chairman.

      18. The annual budget of the Regulatory Authority

      (1) The Regulatory Authority shall submit to the Chairman for his approval estimates of the annual income and expenditure of the Regulatory Authority for the next financial year.
      (2) Such estimates shall include figures relating to levels of Remuneration and entitlement to expenses of the officers, Employees and agents of the Regulatory Authority.
      (3) The Regulatory Authority shall submit such estimates to the Chairman for his approval not later than the end of the financial year.
      (4) The Chairman may reject such estimates within 30 days of receiving them, such rejection to be addressed in writing to the Regulatory Authority.
      (5) Unless the estimates have been approved by the Chairman under Article 18(3) or rejected under Article 18(4), they shall be deemed to have been approved on expiry of the 30 days.

      19. Accounts

      (1) The Regulatory Authority shall keep proper accounts of its financial activities.
      (2) The Regulatory Authority shall, before the end of the first quarter of the financial year, prepare financial statements for the preceding financial year in accordance with the accounting standards specified by the Regulatory Authority by means of Tier 4 Legislation.
      (3) Such financial statements shall in any event give a true and fair view of the financial activities of the Regulatory Authority as at the end of the previous financial year and of the results of its operations and cash flows in the financial year.
      (4) Such statements shall be submitted to the Council and, where appropriate to do so, approved by the Council.

      20. Audit

      (1) The Council shall appoint auditors to conduct an audit in relation to each financial year of the Regulatory Authority.
      (2) The Regulatory Authority shall, as soon as reasonably practicable after the preparation of its financial statements, provide such statements to the relevant auditors for audit.
      (3) The auditors shall prepare a report on the financial statements and send the report to the Council.
      (4) Such report shall, where appropriate, include a statement by the auditors as to whether or not, in their opinion, the financial statements to which the report relates give a true and fair view of the State of the financial activities of the Regulatory Authority as at the end of the financial year to which the financial statements relate and of the results of its operations and cash flows in the financial year.
      (5) The auditors shall have a right of access at all reasonable times to all information which is reasonably required by them for the purposes of preparing the report and which is held or controlled by any officer, Employee or agent of the Regulatory Authority.
      (6) The auditors shall be entitled reasonably to require from the officers, Employees and agents of the Regulatory Authority such information and explanations they consider necessary for the performance of their duties as auditors.
      (7) A Person shall not without reasonable excuse intentionally engage in conduct that results in the obstruction of a Person appointed under Article 20(l) in the exercise of his powers under Article 20.
      (8) A Person who contravenes Article 20(7) is liable to a fine not exceeding [level of fine].

      21. Conflicts of interest

      (1) Officers, Employees and agents of the Regulatory Authority shall disclose material conflicts of interest to which they are subject in performing their functions. Such disclosure shall be made without undue delay to the Person to whom such officer, Employee or agent reports.
      (2) Officers, Employees and agents of the Regulatory Authority shall not participate in the making of decisions on matters in relation to which they are subject to a material conflict of interest, save that breach of Article 21(2) shall not result in such decision being invalid.

      22. Regulatory review

      (1) The Regulatory Authority shall be entitled to require Authorised Firms, Exempt Firms, Ancillary Service Providers and and the officers, Employees and agents of such persons by written notice to deliver, or procure the delivery, to the Regulatory Authority of such information as it considers necessary for the performance of its functions under the Law, except where an exemption to such requirement is provided in Tier 4 Legislation.
      (2) The Regulatory Authority shall be entitled to enter the premises of any Authorised Firm, Exempt Firm or Authorised Service Provider during normal business hours for the purpose of inspecting and copying information stored in any form on such premises, as it considers necessary for the performance of its functions under the Law, except where such entitlement is disapplied in Tier 4 Legislation.
      (3) A Person shall not without reasonable excuse intentionally engage in conduct that results in the obstruction of the exercise by the Regulatory Authority of its powers under Articles 22(l) or 22(2).
      (4) A Person who contravenes Article 22(3) is liable to a fine not exceeding [level of fine].

      23. Exchange of information

      (1) Notwithstanding any provision of the Law or any other applicable law, the Regulatory Authority may provide information to and receive information from Foreign Regulators, Exchanges and other trading systems, clearing and settlement institutions, self-regulatory bodies or organizations, law enforcement agencies and other governmental or regulatory authorities, both in the United Arab Emirates and elsewhere.
      (2) At the request of a Person referred to in Article 23(l) and where the Regulatory Authority considers it to be appropriate, the Regulatory Authority may exercise its powers under the Law for the purpose of assisting the performance by such Person of its regulatory functions.

      24. Filing and inspection of material

      (1) Where the Law requires that material be filed, the filing shall be effected by depositing the material, or causing it to be deposited with the Regulatory Authority and all material so filed shall, subject to Article 24(2), be made available by the Regulatory Authority for public inspection during the normal business hours of the Regulatory Authority.
      (2) The Council may determine that specific information shall be exempted from the right of inspection under Article 24(l).

      25. Right to publish

      The Regulatory Authority may publish in such form and manner as it regards appropriate information describing matters which the Regulatory Authority considers relevant to the conduct of affairs in the Centre.

      Chapter 2 The Council of the Regulatory Authority

      26. The powers and functions of the Council

      (1) The general powers and functions of the Council are to:
      (a) ensure that the Regulatory Authority exercises its statutory powers and performs its statutory functions in accordance with its regulatory objectives;
      (b) make provision for the consideration of, adjudication on and the application of penalties in relation to disciplinary and other matters concerning Authorised Firms, Exempt Firms, Ancillary Service Providers, Authorised Individuals, Exempt Individuals and other persons;
      (c) review the performance of the Chief Executive;
      (d) after consultation with the Chairman, give the Chief Executive written directions as to the furtherance of any of his regulatory objectives or the performance of any of his statutory functions. Such written directions shall not constitute Tier 4 Legislation; and
      (e) arrange for the Regulatory Authority to enter into binding and non-binding arrangements, including memoranda of understanding, with third parties such as Foreign Regulators and other State bodies in relation to Financial Services and products and ancillary matters which relate to the Centre.
      (2) The legislative powers and functions of the Council are, so far as is reasonably practicable, to:
      (a) review and, where appropriate, submit Tier 3 Legislation to the Chairman with a recommendation that it be approved and enacted;
      (b) review and, where appropriate, approve and issue Tier 4 Legislation and Guidance; and
      (c) make written submissions to the Chairman in relation to legislative matters outside the scope of its own legislative powers.
      (3) Except in respect of the legislative powers and functions set out in Article 26(2), the Council may delegate to the Chief Executive such of its powers or functions as may appropriately and more efficiently and effectively be exercised or performed by such Person.
      (4) The Council may act through the Chairman of the Regulatory Authority.

      27. Membership of the Council

      (1) The Chairman shall appoint persons to and may dismiss persons from the office of Council Member.
      (2) The Chairman of the Regulatory Authority shall be a Council Member and chairman of the Council.
      (3) The Chief Executive shall be a Council Member but shall not be appointed to the office of Chairman of the Regulatory Authority.
      (4) No Member of the staff of the Chief Executive shall hold the office of Council Member.

      28. Appointment of the Chief Executive

      (1) The Council shall appoint a Person to and may dismiss a Person from the office of Chief Executive.
      (2) The Council shall consult the Chairman prior to appointing, renewing the appointment of or dismissing the Chief Executive.

      29. Tier 4 Legislation and Guidance

      The Council may make Tier 4 Legislation and Guidance in respect of any matters Related to the objectives, powers or functions of the Regulatory Authority, including, without limitation:

      (a) prescribing requirements in respect of applications for a Licence and renewal, amendment, expiration or surrender of a Licence and in respect of suspension, cancellation or reinstatement of a Licence;
      (b) prescribing Financial Services and Licensed Services for licensing of Authorised Firms and Licensed Functions for the registration of Authorised Individuals;
      (c) prescribing exemptions in relation to Financial Services and Licensed Functions for the exemption of Exempt Firms and Exempt Individuals;
      (d) prescribing Ancillary Services for the purpose of being able to grant or reftise to grant Ancillary Service Provider Licences to applicants;
      (e) prescribing levels and types of financial resources to be maintained by Authorised Firms;
      (f) prescribing standards of practice and business conduct of Authorised Firms, Exempt Firms, Authorised Individuals and Exempt Individuals in dealing with their customers and Clients and prospective customers and clients;
      (g) making provision for the resolution of disputes;
      (h) prescribing requirements that are advisable for the prevention or Regulation of conflicts of interest;
      (i) regulating the conduct of Authorised Firms and Authorised Individuals including requirements in respect of the books, records and other documents and extending such requirements to officers, Employees or agents of Authorised Firms who are not Authorised Individuals;
      (j) prescribing requirements in respect of notification by an Authorised Firm or other Person in respect of a proposed change in beneficial ownership of, or control or direction over, Shares in the Authorised Firm and authorising the Regulatory Authority to make an order that a proposed change may not be effected before a determination by the Regulatory Authority in respect of the proposed change;
      (k) prescribing requirements in respect of the disclosure of information to the public or the Regulatory Authority by Authorised Firms, Exempt Firms and Ancillary Service Providers or providing for exemptions from or varying such requirements;
      (l) prescribing requirements in respect of the disclosure of confidential information by the Regulatory Authority or providing for exemptions from or varying such requirements;
      (m) regulating the conduct and misconduct of persons in relation to financial products, including the imposition of sanctions for such misconduct;
      (n) regulating the conduct of the Regulatory Authority and its officers, Employees and agents in relation to duties and responsibilities and discretionary powers under the Law, including the conduct of investigations and examinations and the conduct of bearings;
      (o) prescribing the Fees payable to the Regulatory Authority, including those for applications for licensing, authorisation or exemption, in respect of audits made by the Regulatory Authority and in connection with the administration of the Law;
      (p) permitting or requiring the use of an electronic or computer-based system for the filing, delivery or Deposit of, documents or information required under or governed by the Law and legislation and Guidance made under the Law, and any ancillary documents; and
      (q) prescribing the circumstances in which persons or companies shall be deemed to have signed or certified documents on an electronic or computer-based system for any purpose under the Law.

      30. Publication of draft legislation

      (1) The Regulatory Authority shall publish draft Tier 4 Legislation by means of a notice under Article 30(2).
      (2) The notice of draft legislation must include the following:
      (a) the draft text of the legislation;
      (b) a statement of the substance and purpose of the material provisions of the draft legislation; and
      (c) a summary of the draft legislation.
      (3) Upon publication of a notice under Article 30(2), the Regulatory Authority shall invite interested persons to make representations with respect to the draft legislation within a period of at least 90 days after the publication.
      (4) Articles 30(2) and (3) shall not apply if the Council concludes that any delay likely to arise under such Articles is prejudicial to the interests of the Centre.
      (5) Any period of time during which the Regulatory Authority invites interested persons to make representations with respect to draft legislation prior to this Article coming into effect shall be deemed to count as part or all of the period referred to in Article 30(3).

      Chapter 3 The Regulatory Appeals Committee of the Council

      31. Membership of the Regulatory Appeals Committee

      (1) The Council shall appoint at least three persons to the office of Member of the Regulatory Appeals Committee, of whom one shall be appointed as chairman of such committee, and may dismiss such persons from office.
      (2) The Chairman of the Regulatory Authority and the Chief Executive or a Member of his staff shall not be a Member of the Regulatory Appeals Committee.
      (3) No more than two Members of the Regulatory Appeals Committee shall be officers, Employees or agents of the Chairman, the Regulatory Authority, the Authority or any Authorised Firm, Exempt Firm or Ancillary Services Provider, other than through membership of the Regulatory Appeals Committee.

      32. Jurisdiction of the Regulatory Appeals Committee

      The Regulatory Appeals Committee shall have jurisdiction to hear and determine any appeal submitted under Article 34 if:

      (a) an applicant appeals against the determination of the Regulatory Authority of an application for a Licence or an Authorised Firm appeals against the determination of the Regulatory Authority of an application for an extension of a Licence;
      (b) an applicant or Authorised Firm appeals against the application of a condition or restriction to its Licence by the Regulatory Authority;
      (c) an Authorised Firm appeals against a determination of the Regulatory Authority in relation to the exercise of its power to suspend, vary or withdraw a Licence;
      (d) an applicant for licensing as an Ancillary Service Provider appeals against a refusal by the Regulatory Authority to grant such licence;
      (e) an Authorised Firm appeals against a determination of the Regulatory Authority in relation to an application for authorisation as an Authorised Individual it has made in relation to one of its officers, Employees or agents;
      (f) an officer, Employee or agent of an Authorised Firm appeals against a determination of the Regulatory Authority in relation to his application for authorisation as an Authorised Individual;
      (g) an Authorised Firm appeals against a determination of the Regulatory Authority to exercise its power to issue, vary or revoke a written notice issued under Article 68(2) or 68(3) in relation to one of its officers, Employees or agents;
      (h) an officer, Employee or agent of an Authorised Firm appeals against a determination of the Regulatory Authority to exercise its power to issue, vary or revoke a written notice to which he is subject under Article 68(2) or 68(3);
      (i) an Exempt Firm or Person seeking to rely on an exemption appeals against a determination of the Regulatory Authority in relation to its regulated status;
      (j) an Authorised Firm or Authorised Individual appeals against the decision of the Regulatory Authority to impose a fine on or censure such fine or individual;
      (k) an Authorised Firm appeals against a notice issued to it or requirement made of it by the Regulatory Authority under Part 5;
      (l) a Person seeking to acquire control of an Authorised Firm appeals against the decision of the Regulatory Authority to issue a Notice of Objection in relation to the proposed acquisition; and
      (m) such other jurisdiction as the Council may provide.

      33. Powers of a sub-committee of the Regulatory Appeals Committee

      (1) A sub-committee appointed in relation to an appeal under Article 34 may, for the purposes of such appeal:
      (a) stay the determination of the Regulatory Authority to which an appeal relates and any Related steps proposed to be taken by the Regulatory Authority until the sub-committee has determined the appeal;
      (b) consider any evidence relating to the determination of the Regulatory Authority to which the appeal relates, whether or not it was available to the Regulatory Authority at the material time;
      (c) receive and consider any material by way of oral evidence, written statements or documents, even if such material would not be admissible in evidence in civil or criminal proceedings in a Court of law;
      (d) determine the manner in which such material is received by the sub-committee;
      (e) by notice in writing require a Person to attend before it at any sitting and to give evidence and produce any item, record or document in his possession relating to the subject matter of the appeal;
      (f) administer oaths;
      (g) examine or cause to be examined on oath or otherwise a Person attending before it and require the Person to answer truthfully any question which the sub-committee considers appropriate for the purposes of the proceedings; or
      (h) exercise such other powers or make such other orders as may be necessary for or ancillary to the conduct of the appeal or the performance of its function.
      (2) In the event that a Person fails to comply with an order, notice or requirement of a sub-committee made under Article 33(l), the sub-committee may apply to the Court to enforce such order, notice or requirement.
      (3) At the conclusion of an appeal, the sub-committee may:
      (a) determine what, if any, is the appropriate action for the Regulatory Authority to take;
      (b) remit the matter to the Regulatory Authority with such directions, if any, as the sub-committee considers appropriate for givin4 effect to its determination, save that such directions may not require the Regulatory Authority to take any step which it would not otherwise have power to take; and
      (c) make an order requiring a party to the appeal to pay a specified amount, being all or part of the costs of the appeal, including those of any party to the appeal. Such costs may be recovered from the recipient of the order in a Court of competent jurisdiction as a debt due to the party which incurred the costs.
      (4) The Regulatory Authority must act in accordance with the determination of, and any direction given by, the sub-committee.
      (5) There shall be no appeal in relation to a determination of a sub-committee of the Regulatory Appeals Committee.

      34. Submission of an appeal

      (1) A Person shall submit an appeal by giving the Regulatory Appeals Committee a written notice in the form provided for in the rules of procedure of the Regulatory Appeals Committee.
      (2) Appeals shall be submitted within 30 days of the relevant determination. The Regulatory Appeals Committee may accept the submission of an appeal made after the end of such period.
      (3) On receiving due notice of an appeal within the jurisdiction of the Regulatory Appeals Committee, such committee shall without undue delay select three of its Members to form a sub-committee, one of whom shall be appointed chairman of such sub-committee.

      Chapter 4 The Disciplinary Tribunal

      35. The Disciplinary Tribunal

      (1) There shall be a tribunal of the Regulatory Authority called the Disciplinary Tribunal.
      (2) The Disciplinary Tribunal shall consist of:
      (a) a Person appointed by the Council to the office of President of the Disciplinary Tribunal; and
      (b) persons appointed by the Council to form a panel of Members of the Disciplinary Tribunal.
      (3) The President and Members of the panel shall not be officers, Employees or agents of the Regulatory Authority or any Authorised Firm, Exempt Firm or Ancillary Services Provider, other than through membership of the Disciplinary Tribunal.

      36. Instituting proceedings

      (1) For the purposes of any proceedings before it, the Disciplinary Tribunal shall consist of a chairman and two other Members of the panel.
      (2) If it appears reasonably likely to the Chief Executive or the Council that there has been a breach of any provision of the Law or any legislation made under the Law, the Chief Executive may (and shall, if instructed by the Council) by notice institute proceedings before the President of the Disciplinary Tribunal in relation to such breach.
      (3) On receiving due notice from the Chief Executive under Article 36(2), the President of the Disciplinary Tribunal shall without undue delay select either:
      (a) himself and two Members of the panel to form a Disciplinary Tribunal, of which he shall be chairman; or
      (b) three Members of the panel to form a Disciplinary Tribunal, of which one shall be appointed chairman.

      37. Jurisdiction of a Disciplinary Tribunal

      A Disciplinary Tribunal shall have jurisdiction in proceedings which:

      (a) have been instituted under Article 36 and relate to an alleged breach of any provision of the Law or any legislation made under the Law; and
      (b) relate to such other matters as may be determined by the Council or provided for under any other law.

      38. Standard of proof

      A matter required to be proved before a Disciplinary Tribunal shall be proved if it is established on a balance of probabilities.

      39. Powers of a Disciplinary Tribunal

      (1) A Disciplinary Tribunal may, for the purposes of any proceedings instituted under Article 36, on its own motion or that of any party to the proceedings:
      (a) by notice in writing require a Person to attend before it at any sitting and to give evidence and produce any item, record or document in his possession relating to the subject matter of the proceedings;
      (b) administer oaths;
      (c) examine or cause to be examined on oath or otherwise a Person attending before it and require the Person to answer truthfully any question which the Disciplinary Tribunal considers appropriate for the purposes of the proceedings;
      (d) order a witness to provide evidence in a truthful manner for the purposes of the proceedings by sworn statement;
      (e) order a Person not to publish or otherwise disclose any material disclosed by any Person to the Disciplinary Tribunal;
      (f) stay the proceedings on such grounds and on such terms and conditions as it considers appropriate having regard to the interests of justice;
      (g) subject to any legislation made by the Council under the Law, determine the procedure to be followed in the proceedings, including the rules of evidence; and
      (h) exercise such other powers or make such other orders as may be necessary for or ancillary to the conduct of the proceedings or the performance of its function.
      (2) At the conclusion of any proceedings instituted under Article 36 in which an alleged breach is proven to the satisfaction of the Disciplinary Tribunal, it may by written notice to the Respondent:
      (a) impose on the Respondent a fine not exceeding [level of fine];
      (b) censure the Respondent, including by means of publishing a written notice of censure;
      (c) make an order requiring the Respondent to effect restitution, or compensate any Person for such period and on such terms as the Disciplinary Tribunal may direct;
      (d) make an order requiring the Respondent to disgorge in such form and on such terms as the Disciplinary Tribunal may direct such amounts as the Disciplinary Tribunal determines to be profits arising from wrong doing or any other form of unjust enrichment as determined by the Disciplinary Tribunal;
      (e) make an order requiring the Respondent to ease and desist from such activity as the Disciplinary Tribunal may stipulate;
      (f) make an order disqualifying the Respondent from holding office at any Body Corporate conducting business in the Centre;
      (g) make an order requiring a party to the proceedings to pay a specified amount, being all or part of the costs of the proceedings, including those of any party to the proceedings. Such costs may be recovered from the recipient of the order in a Court of competent jurisdiction as a debt due to the party which incurred the costs.
      (3) An appeal in relation to the determination of a Disciplinary Tribunal may be made to the Court.
      (4) Without prejudice to the powers of the Regulatory Authority under the Law and legislation made under the Law, the imposition of a fine or censure or the making of an order in relation to a Person by the Disciplinary Tribunal under Article 39(2) may cause the Regulatory Authority to commence proceedings under Chapter 4 of Part 3 to vary, suspend or withdraw a Licence held by such Person.

      40. Offences

      (1) A Person commits an offence if he, without reasonable excuse:
      (a) fails to comply with an order, notice, prohibition or requirement of a Disciplinary Tribunal under Article 39;
      (b) having been required by the Disciplinary Tribunal under Article 39 to attend before such tribunal, leaves the place where his attendance is so required without the permission of such tribunal;
      (c) hinders or deters any Person from attending before the Disciplinary Tribunal, giving evidence or producing any item, record or document, for the purposes of any proceedings instituted under Article 36;
      (d) threatens or causes any loss to be suffered by any Person who has attended before the Disciplinary Tribunal, on account of such attendance;
      (e) threatens or causes any loss to be suffered by any Member of a Disciplinary Tribunal or any Person assisting such tribunal at any time on account of the performance of his functions in that capacity; or
      (f) fails to pay a fine imposed under Article 39(2)(a).
      (2) A Person who commits an offence under Article 40(l) is liable to a fine not exceeding [level of fine] and may be subject to censure, including by means of publication of a written notice of censure.
      (3) In the event that a Person fails to comply with an order, notice, prohibition or requirement of a Disciplinary Tribunal made under Article 39, the Disciplinary Tribunal may apply to the Court to enforce such order, notice, prohibition or requirement.

      Chapter 5 The Chief Executive of the Regulatory Authority

      41. The powers and functions of the Chief Executive

      The powers and functions of the Chief Executive are, so far as is reasonably practicable, to:

      (a) exercise the executive power of the Regulatory Authority by taking such steps that are reasonable and which he considers appropriate to meet the regulatory objectives of the Regulatory Authority;
      (b) Licence, regulate and supervise the conduct of activities required to be regulated under the Law carried on by Authorised Firms, Exempt Firms, Ancillary Service Providers, Authorised Individuals and Exempt Individuals;
      (c) prepare or cause to be prepared in a timely and efficient manner draft legislation and Guidance reasonably required to enable the Regulatory Authority to perform its statutory functions;
      (d) submit such draft legislation to the Council and advise it of such Guidance;
      (e) investigate or cause to be investigated matters capable of investigation under the Law and, where appropriate, institute proceedings before the Disciplinary Tribunal; where appropriate to do so, delegate such of his functions as may more efficiently and effectively be performed by other persons or parts of the Regulatory Authority; and
      (g) exercise and perform such other powers and functions as may be delegated to the Chief Executive by the Council from time to time.

      Part 3: The Regulation of Financial Services in the Centre

      Chapter 1 The Regulation of Financial Services

      42. The Financial Services Prohibition

      (1) The Regulatory Authority shall by means of Tier 4 Legislation set out the activities which constitute a Financial Service.
      (2) The Regulatory Authority shall by means of Tier 4 Legislation identify certain types of Financial Service as Licensed Services.
      (3) Subject to Article 42(4), a Person shall not conduct a Financial Service in or from the Centre.
      (4) A Person may conduct a Licensed Service if such Person is:
      (a) an Authorised Firm whose Licence authorises it to conduct such Licensed Service;
      (b) an Exempt Firm in relation to such Licensed Service; or
      (c) an Authorised Market Institution.
      (5) The prohibition in Article 42(3) is referred to in the Law as the "Financial Services Prohibition".
      (6) A Person who contravenes the Financial Services Prohibition is liable to a fine not exceeding [level of fine].
      (7) The Regulatory Authority may by means of Tier 4 Legislation add to, remove or modify the list of Financial Services and Licensed Services made under Articles 42(1) and 42(2).
      (8) For the avoidance of doubt, the federal government of the United Arab Emirates, the government of the Emirate of Dubai and other public bodies shall be subject to Article 42, unless exempted from the Financial Services Prohibition under Article 43.

      43. Exempt Firm

      (1) The Regulatory Authority may by means of Tier 4 Legislation provide for certain persons or Categories of Person to be exempted from the Financial Services Prohibition.
      (2) The Regulatory Authority may in such Tier 4 Legislation provide for such exemptions to be:
      (a) limited to certain Licensed Services or specified circumstances; and/or
      (b) subject to certain conditions and restrictions.

      44. Ancillary Services

      (1) The Regulatory Authority shall by means of Tier 4 Legislation set out the activities which constitute an Ancillary Service.
      (2) Subject to Article 44(3), a Person shall not conduct an Ancillary Service in or from the Centre.
      (3) A Person may conduct an Ancillary Service if such Person is licensed as an Ancillary Service Provider by the Regulatory Authority.
      (4) A Person who contravenes Article 44(2) is liable to a fine not exceeding [level of fine].
      (5) The Regulatory Authority shall issue Tier 4 Legislation containing a set of requirements which an applicant for licensing as an Ancillary Service Provider may be required to meet for a Licence to be granted by the Regulatory Authority. The Regulatory Authority may also by means of Tier 4 Legislation set out the grounds on which such Licence may be suspended, varied or withdrawn by the Regulatory Authority.
      (6) The Regulatory Authority may by means of Tier 4 Legislation add to, remove or modify the list of Ancillary Services made under Article 44(1).

      45. Authorised Market Institutions

      The Regulatory Authority may by means of Tier 4 Legislation Licence Exchanges, clearing and settlement institutions and Alternative Trading Systems as Authorised Market Institutions to conduct activities in or from the Centre.

      46. Status

      A Person may not at the same time be both an Authorised Firm and an Exempt Firm in respect of the same Licensed Service. However, a Person may at the same time be an Authorised Firm in respect of one Licensed Service and an Exempt Firm in respect of another Licensed Service.

      47. Authorised Firms - partnerships and unincorporated associations

      (1) If a firm is an Authorised Firm, its Licence shall not be affected by any change in its membership.
      (2) In Article 47, "firm" means a Partnership or an unincorporated association of persons.

      Chapter 2 The Initial Licensing Process (Authorised Firms)

      48. Applications for a Licence

      (1) An application for a Licence may be made to the Regulatory Authority by any:
      (a) body corporate;
      (b) partnership; or
      (c) unincorporated association.
      (2) The Regulatory Authority may by means of Tier 4 Legislation provide that certain types of Person may not be granted a Licence in relation to particular Licensed Services.
      (3) Unless provided otherwise in Tier 4 Legislation, an application for a Licence may be made by an Exempt Firm in relation to any Licensed Service in respect of which such firm is not an Exempt Firm.

      49. The Application

      (1) The Regulatory Authority shall issue Tier 4 Legislation containing a set of requirements which an application for a Licence must meet before such application can be accepted and a Licence be granted by the Regulatory Authority. Such Tier 4 Legislation shall include requirements relating to the fitness and properness of applicants.
      (2) The Regulatory Authority may make provision in Tier 4 Legislation for such requirements to be varied in cases where an application is made by a firm which is, at the time of application, regulated in a jurisdiction other than the Centre.

      50 Updating the application

      (1) The Regulatory Authority may require the applicant to provide additional information reasonably required for the Regulatory Authority to be able to determine the application.
      (2) If at any time between submission of an application and the grant of a Licence the applicant becomes aware of a material change reasonably likely to be relevant to the application under consideration, it shall inform the Regulatory Authority in writing of such change without delay.

      51. Rejection of an application

      (1) The Regulatory Authority may in its absolute discretion refuse to grant an application for a Licence.
      (2) Upon refusing to grant a Licence, the Regulatory Authority shall without undue delay inform the applicant in writing of such refusal and, where requested by the applicant, the reasons for such refusal.

      52. Granting a Licence

      Upon deciding to grant a Licence, the Regulatory Authority shall without undue delay inform the relevant applicant in writing of:

      (a) such decision;
      (b) the date on which the Licence shall be deemed to take effect;
      (c) the Licensed Services to which the Licence relates; and
      (d) any conditions and restrictions applicable to the Licence.

      53. Applying conditions and restrictions to a Licence

      (1) Subject to Articles 53(2) and 53(3), the Regulatory Authority may at any time by written notice to an Authorised Firm:
      (a) impose conditions and restrictions or additional conditions and restrictions on a Licence; and
      (b) vary or revoke conditions and restrictions imposed on a Licence.
      (2) The Regulatory Authority may act under Article 53(l) on its own initiative or at the request of an Authorised Firm.
      (3) Subject to Article 53(4), the Regulatory Authority may only impose conditions and restrictions or additional conditions and restrictions or vary conditions and restrictions on the Licence if it has given the Authorised Firm a suitable opportunity to make representations in Person and/or in writing to the Regulatory Authority in relation to the proposed changes. Article 53(3) does not apply in relation to the imposition of conditions and restrictions when a Licence is granted.
      (4) The restriction imposed on the Regulatory Authority under Article 53(3) shall not apply if the Regulatory Authority concludes that any delay likely to arise as a result of such requirement is prejudicial to the interests of the Centre.
      (5) A disapplication under Article 53(4) shall take effect for 15 days from the date on which the Regulatory Authority concludes that any delay likely to arise as a result of such requirement is prejudicial to the interests of the Centre. Such disapplication. may be renewed for additional 15 day periods by the Regulatory Authority, save that at the expiry of each period the relevant Authorised Firm shall be given a suitable opportunity to make representations in Person and/or in writing to the Regulatory Authority in relation to the proposed renewal.

      Chapter 3 Extending a Financial Services Licence

      54. Adding Licensed Services to a Licence

      (1) An Authorised Firm may apply to the Regulatory Authority to extend its Licence to Licensed Services other than those in respect of which it al has a Licence.
      (2) The Regulatory Authority shall issue Tier 4 Legislation containing a set of requirements which an application for an extension of a Licence must meet before such application can be accepted and an extension be granted by the Regulatory Authority.
      (3) The Regulatory Authority may make provision in Tier 4 Legislation for such requirements to be varied in cases where an application is made by a firm which is, at the time of application, regulated in a jurisdiction other than the Centre.

      55. Updating the application

      (1) The Regulatory Authority may require the applicant to provide additional information reasonably required for the Regulatory Authority to be able to determine the application.
      (2) If at any time between submission of an application and the grant of the extension the applicant becomes aware of a material change reasonably likely to be relevant to the application under consideration, it shall inform the Regulatory Authority in writing of such change without delay.

      56. Rejection of an application

      (1) The Regulatory Authority may in its absolute discretion refuse to grant an application for extension of a Licence.
      (2) Upon refusing to grant such an application, the Regulatory Authority shall without undue delay inform the Authorised Firm in writing of such refusal and, where requested by the applicant, the reasons for such refusal.

      57. Granting an extension to a Licence

      Upon deciding to grant an extension to a Licence, the Regulatory Authority shall without undue delay inform the relevant Authorised Firm in writing of:

      (a) such decision;
      (b) the date on which the extension to the Licence shall be deemed to take effect;
      (c) the Licensed Services to which the Licence relates; and
      (d) any conditions and restrictions applicable to the newly extended Licence.

      Chapter 4 The Financial Services Licence - Variation, Suspension and Withdrawal

      58. Reducing the scope of a Licence

      (1) Subject to Article 58(3), the Regulatory Authority may suspend or withdraw authorisation in relation to one or more Licensed Services for which an Authorised Firm is authorised under a Licence.
      (2) The Regulatory Authority may act under Article 58(l) on its own initiative or at the request of an Authorised Firm.
      (3) The Regulatory Authority may exercise its power under Article 58(1) in the following circumstances:
      (a) the Authorised Firm is in breach of one or more restrictions or conditions applied to its Licence under Article 53;
      (b) the Authorised Firm is in breach of the Law or legislation made under the Law;
      (c) the Authorised Firm has failed for a period of at least twelve consecutive months to conduct one or more Licensed Services for which it is authorised under a Licence (in which case only such Licensed Services may be removed);
      (d) the exercise of the power has been requested by or is for the purpose of assisting a Foreign Regulator; or
      (e) it is in the interests of the Centre to exercise such power.

      59. Withdrawal of a Licence

      If an Authorised Firm is no longer authorised to conduct any Licensed Service, the Regulatory Authority may withdraw such person's Licence.

      60. Procedure for suspending or withdrawing

      (1) The Regulatory Authority may only exercise its power under Articles 58 and 59 if it has given the relevant Authorised Firm a suitable opportunity to make representations in Person and/or in writing to the Regulatory Authority in relation to the proposed suspension or withdrawal.
      (2) The restriction imposed on the Regulatory Authority under Article 60(1) shall not apply if the Regulatory Authority concludes that any delay likely to arise as a result of such requirement is prejudicial to the interests of the Centre.
      (3) Upon refusing to grant an application by an Authorised Firm to suspend or withdraw authorisation in relation to a Licensed Service, the Regulatory Authority shall without undue delay inforrn such Authorised Firm in writing of such refusal.
      (4) Upon deciding to suspend or withdraw authorisation in relation to a Licensed Service, the Regulatory Authority shall without undue delay inform the relevant Authorised Firm in writing of:
      (a) such decision;
      (b) the date on which such suspension or withdrawal shall be deemed to take effect; and
      (c) the Licensed Services to which any reduction or suspension relate.

      Chapter 5 The Regulation of Authorised Individuals

      61. Requirement on Authorised Firms to control performance of Licensed Functions

      (1) An Authorised Firm shall take all reasonable steps to ensure that none of its officers, Employees or agents performs a Licensed Function unless such officer, Employee or agent has been authorised by the Regulatory Authority as an Authorised Individual in relation to such Licensed Function.
      (2) An Authorised Firm shall take all reasonable steps to ensure that none of its officers, Employees or agents performs a Licensed Function in breach of a written notice issued by the Regulatory Authority under Article 68(2).
      (3) The Regulatory Authority may by means of Tier 4 Legislation provide for certain persons or Categories of Person to be exempted from the requirement set out in Article 61 (1). Such persons shall be known as "Exempt Individuals".
      (4) The Regulatory Authority may in Tier 4 Legislation provide for the exemption to be:
      (a) limited to certain Licensed Functions, Licensed Services, Authorised Firms or specified circumstances; and/or
      (b) subject to certain conditions and restrictions.
      (5) A Person may not at the same time be both an Authorised Individual and an Exempt Individual in respect of the same Licensed Function.

      62. Licensed Functions

      (1) Regulatory Authority shall by means of Tier 4 Legislation define the Licensed Functions.
      (2) Such Licensed Functions shall include the functions of senior officers or Employees with material responsibility for managing the Authorised Firm and the conduct by the Authorised Firm of its Licensed Services, including but not limited to those performed by:
      (a) the senior executive officer;
      (b) the Directors, partners or trustees;
      (c) the senior managers responsible for (a) finance and (b) internal audit and risk management;
      (d) the compliance officer; and
      (e) the anti-money laundering officer.
      (3) The Regulatory Authority may by means of Tier 4 Legislation make the performance of a Licensed Function by Bodies Corporate, partnerships and unincorporated associations for an Authorised Firm, subject to approval.

      Chapter 6 The Licensing Process (Authorised Individuals)

      63. Applications for Authorised Individual status

      (1) An application to the Regulatory Authority for authorisation of an officer, Employee or agent shall be made by such officer, Employee or agent and the Authorised Firm for which the Licensed Function is to be performed under the terms of office, employment or agency between the Authorised Firm and such officer, Employee or agent.
      (2) In Chapter 6, "Authorised Firm" shall include a firm whose application for a Licence or extension of such Licence is being considered by the Regulatory Authority.

      64. The Application

      (1) The Regulatory Authority shall issue Tier 4 Legislation containing the requirements which an application for such status must meet before such application can be accepted and authorisation granted by the Regulatory Authority.
      (2) The Regulatory Authority may make provision by means of Tier 4 Legislation for such requirements to be varied in cases where an application is made by and for an officer, Employee or agent who is, at the time of application, regulated in a jurisdiction other than the Centre to perform a role which is substantially similar to the Licensed Function in relation to which the application is made.
      (3) The Regulatory Authority may make provision by means of Tier 4 Legislation for such requirements to be varied in cases where an application is made by and for an officer, Employee or agent who is al , at the time of application, an Authorised Individual in relation to another Licensed Function.

      65. Updating the application

      (1) At any time after submission of an application, the Regulatory Authority may require the Authorised Firm or the relevant officer, Employee or agent to provide additional information reasonably required for the Regulatory Authority to be able to determine the application.
      (2) If at any time between submission of an application and the grant of Authorised Individual status the relevant officer, Employee or agent becomes aware of a material change in his circumstances reasonably likely to be relevant to the application under consideration, he shall inform the Authorised Firm in writing of such change without delay.
      (3) If at any time between submission of an application and the grant of Authorised Individual status the Authorised Firm becomes aware of a material change reasonably likely to be relevant to the application under consideration, it shall inform the Regulatory Authority in writing of such change without delay.

      66. Rejecting an application

      (1) The Regulatory Authority may in its absolute discretion reject an application for Authorised Individual status.
      (2) Upon refusing to grant Authorised Individual status, the Regulatory Authority shall without undue delay inform the relevant officer, Employee or agent and Authorised Firm in writing of such refusal and, where requested by either the relevant officer, Employee or agent or Authorised Firm, the reasons for such refusal.

      67. Granting an application

      Upon deciding to authorise an officer, Employee or agent of an Authorised Firm as an Authorised Individual, the Regulatory Authority shall without undue delay inform the relevant officer, Employee or agent and Authorised Firm in writing of:

      (a) such decision;
      (b) the date on which the authorisation shall be deemed to take effect;
      (c) the Licensed Functions to which the authorisation relates; and
      (d) any conditions and restrictions applicable to the Authorised Individual status.

      Chapter 7 Restrictions on Authorised and Exempt Individuals

      68. Restricted persons

      (1) The Regulatory Authority may by means of Tier 4 Legislation provide that certain persons or types of Person may not be authorised as Authorised Individuals in relation to one or more Licensed Functions.
      (2) Further, if the Regulatory Authority reasonably concludes that:
      (a) an Authorised Firm or an officer, Employee or agent is in material breach of an obligation that applies as a result of such person's Authorised Individual status; or
      (b) a Person is no longer fit and proper to perform a role in respect of which he is an Authorised Individual
      it may by means of a written notice restrict the Person from performing one or more Licensed Functions or withdraw Authorised Individual status from such Person.
      (3) If the Regulatory Authority reasonably concludes that an officer, Employee or agent of an Authorised Firm is not a fit and proper Person to perform functions, whether or not they are Licensed Functions, in relation to a Licensed Service conducted by the Authorised Firm, it may by means of written notice restrict such Person from performing such functions.
      (4) A Person who performs a Licensed Function in breach of the Tier 4 Legislation or a written notice issued under Article 68(2) or who performs a function in breach of Article 68(3) is liable to a fine not exceeding [level of fine].
      (5) The Regulatory Authority may vary or withdraw a written notice issued under Article 68(2) or 68(3) where it is reasonable to do so.
      (6) The Regulatory Authority may act under Article 68(5) on its own initiative or at the request of the relevant Person or Authorised Firm.
      (7) Article 68 shall also apply in relation to Licensed Functions performed by Exempt Individuals.

      69. Restricted persons - procedure

      (1) The Regulatory Authority may only exercise its power to issue a written notice or withdraw Authorised Individual status under Article 68 if it has given the relevant Person a suitable opportunity to make representations in Person and/or in writing to the Regulatory Authority in relation to the proposed written notice or withdrawal.
      (2) The restriction imposed on the Regulatory Authority under Article 69(1) shall not apply if the Regulatory Authority concludes that any delay likely to arise as a result of such requirement is prejudicial to the interests of the Centre.
      (3) Upon refusing to revoke a written notice or withdraw Authorised Individual status following a request made by the Person to whom the written notice or withdrawal relates, the Regulatory Authority shall without undue delay inform such Person in writing of such refusal.
      (4) Upon deciding to issue, vary or revoke a written notice or withdraw Authorised Individual status under Article 68, the Regulatory Authority shall without undue delay inform the relevant Person in writing of:
      (a) such decision;
      (b) the date on which such written notice, variation, revocation or withdrawal shall be deemed to take effect; and
      (c) the Licensed Functions or other functions to which such written notice, variation, revocation or withdrawal relate.

      Chapter 8 Other Matters Relating to Licensing

      70. False or misleading information

      The provision of false or misleading information to the Regulatory Authority in relation to an application for a Licence or Authorised Individual status or to be an Ancillary Service Provider under the Law shall be an offence subject to a fine not exceeding [level of fine].

      71. False representation of authorised status

      (1) A Person who is not an Authorised Firm, Exempt Firm or Ancillary Service Provider shall not represent that he is such a Person.
      (2) A Person who is not an Authorised Individual or Exempt Individual shall not represent that he is such a Person.
      (3) A Person who contravenes Article 71(l) is liable to a fine not exceeding [level of fine].
      (4) A Person who contravenes Article 71(2) is liable to a fine not exceeding [level of fine].

      72. Unenforceable agreements - breach by party to the agreement

      (1) Subject to Article 72(5), a Person who makes an agreement in the course of conducting a Licensed Service in breach of the Financial Services Prohibition shall not be entitled to enforce such agreement against any party ("P") to the agreement.
      (2) P shall be entitled to recover:
      (a) any Money paid or Property transferred by him under the relevant agreement;
      (b) compensation reflecting any loss sustained by P as a direct result of such payment or transfer; and
      (c) compensation for an amount becoming due that is dependent upon a contingency occurring under the relevant agreement, provided that such contingency shall have occurred prior to P being notified by the other party or by the Regulatory Authority that the relevant agreement has been entered into in breach of the Financial Services Prohibition.
      (3) If P chooses not to perform the agreement or, under Article 72(2), recovers Money paid or Property transferred by him under the agreement, he shall in turn repay any Money or Property he has received under the agreement.
      (4) The compensation recoverable under Article 72(2)(b) is the amount agreed between the parties to the agreement or, following an application to the Court, the amount determined by such Court.
      (5) If the Court is satisfied that it is fair in the circumstances and that the Person carrying on the Licensed Service reasonably believed that he was not in breach of the Financial Services Prohibition by entering into such agreement, it may provide for:
      (a) the agreement to be enforced between the parties; or
      (b) Money paid or Property transferred under the agreement to be retained in accordance with the agreement.
      (6) Where Property transferred under the agreement has been transferred to a third party, a reference in Article 72 to such Property shall be interpreted as a reference to the value of the Property at the time of the transfer.
      (7) In Article 72, "agreement" means an agreement, the making or performance of which constitutes, or is part of, the conduct of a Licensed Service.

      73. Public register

      (1) The Regulatory Authority shall publish and maintain a register of all Authorised Firms, Exempt Firms, Ancillary Service Providers, Authorised Individuals, Exempt Individuals and persons in relation to whom written notices have been issued under Article 68.
      (2) The Regulatory Authority shall make a reasonably current version of the register freely available for viewing by the public at all times.

      74. Extended jurisdiction

      (1) Any power which the Regulatory Authority may exercise in relation to an Authorised Firm, Ancillary Service Provider or an Authorised Individual under the Law or legislation made under the Law may continue to be exercised for a period of twelve months after the date on which the Licence of such Authorised Firm or Licence of such Ancillary Service Provider or Authorised Individual status of such Authorised Individual is withdrawn by the Regulatory Authority under the Law.
      (2) If, pursuant to the Law, proceedings are commenced before a Disciplinary Tribunal or the Regulatory Appeals Committee before the expiry of the period of twelve months referred to in Article 74(l) then the provisions of Article 74(1) shall remain in force until such time as the proceedings and any Related appeals are completed.

      Chapter 9 Change of Control of Authorised Firms

      75. General

      The Regulatory Authority may by means of Tier 4 Legislation make provisions in connection with the change of control of Authorised Firms.

      76. Notice of change of control

      (1) If a step which a Person proposes to take would result in his:
      (a) becoming or ceasing to be a Controller of an Authorised Firm;
      (b) acquiring a notifiable measure of additional control over or reducing by a notifiable measure his control over an Authorised Firm,
      he must notify the Regulatory Authority of such step in writing without undue delay, providing to the Regulatory Authority all information that the Regulatory Authority may require.
      (2) A Person who, without himself taking any such step, acquires or disposes of any such control or additional or reduced control must notify the Regulatory Authority without undue delay on becoming aware that he has acquired or disposed of such control.

      77. Offences

      (1) A Person who fails to comply with the duty to notify the Authority imposed on him by Article 76(l) is liable to a fine not exceeding [level of fine].
      (2) A Person who fails to comply with the duty to notify the Authority imposed on him by Article 76(2) is liable to a fine not exceeding [level of fine].
      (3) An Authorised Firm that fails to remove a Controller who is unacceptable to the Regulatory Authority shall be liable to have its Licence suspended or revoked.

      Part 4: Investigation and Enforcement

      Chapter 1 The Conduct of Investigations

      78. Power of the Regulatory Authority to conduct an investigation

      (1) The Regulatory Authority may exercise its powers to conduct an investigation under Chapter 1 of Part 4 in relation to a Person when it has reasonable cause to believe that such Person has committed or is committing an offence under the Law or legislation made under the Law.
      (2) Where the Regulatory Authority has concluded that a Person is or may be able to give information which is or may be relevant to an investigation, it may:
      (a) enter the business premises of such Person during normal business hours for the purpose of inspecting and copying information stored in any form on such premises;
      (b) require such Person to provide specified information in such form as he may reasonably require;
      (c) require such Person to produce specified documents;
      (d) require such Person to attend before it at a specified time and place to answer questions, including under oath; and
      (e) require such Person to give it any assistance in relation to the investigation which the Person is able to give.
      (3) A requirement under Article 78(2) may be imposed by the Regulatory Authority only if it reasonably considers that the inspection, requested information, documents, interview or other form of assistance is relevant to the investigation.
      (4) A requirement made under Article 78(2) shall be stated in writing in a notice delivered to the relevant Person.
      (5) The Regulatory Authority may require the relevant Person to provide such information or produce such documents by the end of a reasonable period and at a place specified in the notice.
      (6) The relevant Person shall be entitled to legal representation during the course of an investigation by the Regulatory Authority under Chapter 1 of Part 4.
      (7) A requirement imposed on a Person as a result of the exercise by the Regulatory Authority of powers under Chapter 1 of Part 4 is enforceable by injunction.

      79. Use of evidence

      A statement made to the Regulatory Authority by a Person in compliance with a requirement imposed on such Person under Article 78 is admissible in evidence in civil or regulatory proceedings, provided that such statement also complies with any requirements relating to the admissibility of evidence in such proceedings.

      80. Investigation procedures

      (1) The Regulatory Authority shall provide a written notice containing the following information to persons subject to or assisting with an investigation under Article 78:
      (a) the fact that the Person is subject to or assisting with an investigation under the Law;
      (b) the provisions of the Law under which the Person is being investigated or assisting with an investigation; and
      (c) the name, address and relevant contact details of the Regulatory Authority or Investigating Officer appointed to investigate the matter.
      (2) The obligation to provide notice under Article 80(l) shall not apply if such notice is reasonably likely materially to hinder the investigation.
      (3) Unless it is impracticable to do so, such notice shall be given before the investigation commences.
      (4) In the event that the Regulatory Authority changes the scope or conduct of an investigation and it is reasonably likely that the Person under investigation would be significantly prejudiced by not being made aware of such change, the Regulatory Authority shall without undue delay give written notice of such change to the Person under investigation.

      81. Power to appoint an investigator

      (1) Where it is reasonable to do so, the Regulatory Authority may appoint one or more persons to the office of "Investigating Officer".
      (2) Subject to a written instruction imposed under Article 81(4), such an Investigating Officer shall be entitled to exercise the powers given to the Regulatory Authority under Article 78 and in doing so shall be subject to the restrictions applicable under Chapter 1 of Part 4 to the exercise of such powers.
      (3) The Investigating Officer shall without undue delay prepare and submit to the Regulatory Authority a written report of his investigation.
      (4) The Regulatory Authority may by written instruction control the investigation conducted by an Investigating Officer.

      82. Assistance to Foreign Regulators

      In exercising its powers under Chapter 1 of Part 4, the Regulatory Authority may appoint a representative of the Foreign Regulator as an Investigating Officer, save that such officer shall be supervised in the exercise of his powers by the Regulatory Authority or another Investigating Officer.

      83. Obstruction of an investigation

      (1) A Person shall not without reasonable excuse intentionally engage in conduct, including without limitation the destruction of documents, failure to produce documents specified by the Regulatory Authority, failure to attend before the Regulatory Authority at a specified time and place to answer questions and failure to give any assistance in relation to the investigation which the Person is able to give, that results in the obstruction of the Regulatory Authority or an Investigating Officer in the exercise of powers under Chapter 1 of Part 4.
      (2) A Person who contravenes Article 83(1) is liable to a fine not exceeding [level of fine].

      Part 5: Powers of Intervention

      84. Restriction on business

      Subject to Article 88, the Regulatory Authority may by written notice:

      (a) prohibit an Authorised Firm from:
      (1) entering into certain specified transactions or types of transaction;
      (2) soliciting business from certain specified persons or types of person;
      (3) conducting business in a specified manner or other than in a specified manner;
      (b) require an Authorised Firm to conduct business in, and only in, a specified manner.

      85. Restriction on dealing with property

      (1) Subject to section 88, the Regulatory Authority may by written notice:
      (a) prohibit an Authorised Firm from:
      (1) disposing of any relevant property;
      (2) dealing with any relevant Property in a specified manner or other than in a specified manner;
      (3) assisting, counselling or procuring another Person to dispose of any relevant Property or deal with any relevant Property in a specified manner or other than in a specified manner;
      (b) require an Authorised Firm to deal with any relevant Property in, and only in, a specified manner.
      (2) In Part 5 of the Law, "relevant property", in relation to an Authorised Firm, means:
      (a) any Property held by the Authorised Firm, acting within the capacity for which it holds a Licence, on behalf of any of the Clients of the Authorised Firm, or held by any other Person on behalf of or to the order of the Authorised Firm acting within such capacity;
      (b) any other Property which the Regulatory Authority reasonably believes to owned or controlled by the Authorised Firm.

      86. Maintenance of property

      (1) Subject to Article 88, the Regulatory Authority may by written notice require an Authorised Firm to maintain Property in the Centre and in any specified place outside the Centre such that:
      (a) the Property maintained is of the value and of the description that appear to the Regulatory Authority to be desirable with a view to ensuring that the Authorised Firm will be able to meet its liabilities in relation to the business which constitutes a Licensed Service for which it holds a Licence; and
      (b) the Property is maintained in a manner that will enable the Authorised Firm at any time freely to transfer or otherwise dispose of the Property when instructed to do so by the Regulatory Authority.
      (2) The Regulatory Authority may in any requirement imposed under Article 86(1) direct that, for the purposes of such requirement, Property of a specified description shall or shall not be taken into account.

      87. Appointment of managers

      The Regulatory Authority may by written notice require an Authorised Firm to accept the appointment by the Regulatory Authority of one or more individuals to act as managers of the business of the Authorised Firm on such terms as the Regulatory Authority may stipulate in its written notice. Such terms may be varied from time to time by notice in writing given by the Regulatory Authority to the Authorised Firm.

      88. Imposition of a prohibition or requirement

      (1) The Regulatory Authority may impose a prohibition or requirement under Articles 84, 85, 86 or 87 in respect of or with reference to any Authorised Firm if it appears to the Regulatory Authority that:
      (a) any Property of the Authorised Firm or its Clients, or any Property Connected with a Licensed Service for which it holds a Licence, might be dissipated, transferred or otherwise dealt with in a manner prejudicial to the interest of any of its Clients or creditors;
      (b) the Authorised Firm is not a fit and proper Person to remain licensed or is not a fit and proper Person to conduct any Licensed Service for which it holds a Licence;
      (c) the Authorised Firm has failed to comply with a condition or restriction applied under Article 53 or in purported compliance with such a condition or restriction, has famished the Regulatory Authority with information which was at the time when it was famished false or misleading in a material particular;
      (d) the Licence of the Authorised Firm may be varied, suspended or withdrawn under Chapter 4 of Part 3 of the Law; or
      (e) the imposition of the prohibition or requirement is desirable in the interests of the Centre.
      (2) Where a prohibition or requirement imposed under Article 84, 85, 86 or 87 is in force, the Regulatory Authority may by written notice to the Person on whom the prohibition or requirement is imposed:
      (a) withdraw the prohibition or requirement; or
      (b) substitute another prohibition or requirement for, or vary, the prohibition or requirement.
      (3) Articles 84, 85, 86 or 87 and the imposition, withdrawal, substitution or variation of a prohibition or requirement under such Articles do not operate so as to render an agreement unenforceable by a party to the agreement if he proves that in entering into the agreement he acted in good faith and was unaware of any notice given, served or published in relation to such imposition, withdrawal, substitution or variation.
      (4) The withdrawal or suspension of a Licence under Chapter 4 of Part 3 of the Law does not affect the validity of a current prohibition or requirement made under Articles 84, 85, 86 or 87.
      (5) In Articles 84, 85, 86, 87 and 88, where relevant, "Authorised Firm" shall include Exempt Firms and Ancillary Service Providers.

      89. Compulsory Winding up

      Where it appears to the Regulatory Authority that it is in the interests of the Centre that a company which is or has been (a) an Authorised Firm (b) an Exempt Firm or (c) conducting Financial Services in breach of the Financial Services Prohibition should be wound up, it may present a petition to the Court for the winding up of such company in accordance with [Chapter V of Part III of the Insolvency Law of the Centre.

      Part 6: Miscellaneous

      90. Confidential information

      (1) Subject to Article 90(3), confidential information must not be disclosed by the Regulatory Authority or by any of its officers, Employees or agents, or by any Person coming into possession of the information, without the consent of the Person to whom the duty of confidentiality is owed.
      (2) Information is confidential when:
      (a) it is received by the Regulatory Authority or any of its officers, Employees or agents in the course of the performance by such Person of a function under the Law; and
      (b) it has not been made available to the public in circumstances in which disclosure is not prohibited under the Law.
      (3) Article 90(l) does not prevent a disclosure of confidential information by the Regulatory Authority which is provided for under the Law (including but not limited to Article 23) or in legislation made under the Law.

      91. Offences

      (1) Subject to Article 91(2), it shall be an offence to breach a provision of the Law or legislation made under the Law. A Person who contravenes Article 9 1 (1) is liable to a fine not exceeding [level of fine].
      (2) Article 91(l) shall not apply in relation to a breach which would, notwithstanding Article 91(1), be a specific offence under the Law or legislation made under the Law.
      (3) The Regulatory Authority may create offences in legislation made under the Law.

      92. Offences by Bodies Corporate and partnerships

      (1) If an offence under the Law or legislation made under the Law committed by a Body Corporate is shown to have been committed with the consent or connivance of an officer or to be attributable to any neglect on his part, the officer as well as the Body Corporate is guilty of the offence and liable to be proceeded against and punished accordingly.
      (2) If the affairs of a Body Corporate are managed by its Members, Article 92(1) applies in relation to the acts and defaults of a Member in connection with his functions of management as if he were a Director of the Body Corporate.
      (3) If an offence under the Law committed by a Partnership is shown to have been committed with the consent or connivance of a Partner (or a Person purporting to act as a partner), or to be attributable to any neglect on the part of such Person, he as well as the Partnership is guilty of the offence and liable to be proceeded against and punished accordingly.
      (4) If an offence under the Law committed by an unincorporated association (other than a partnership) is shown to have been committed with the consent or connivance of an officer of the association or a Member of its Governing Body, or to be attributable to any neglect on the part of such officer or Member, that officer or Member as well as the association is guilty of the offence and liable to be proceeded against and punished accordingly.
      (5) For the purposes of Article 92, "officer" means a Director, Member of a committee of management, chief executive, manager, secretary or other similar officer of the Body Corporate, or a Person purporting to act in such capacity, and an individual who is a Controller of the body.

      93. Breach of statutory duty

      (1) A breach of a duty imposed under the Law is actionable at the suit of a Person who suffers loss as a result of such breach, except where such liability is excluded under the Law and legislation made under the Law.
      (2) Decisions and findings of the Regulatory Appeals Committee and of the Disciplinary Tribunal shall be admissible in evidence in civil legal proceedings brought under Article 93(l).

      94. Public interest disclosure

      (1) Subject to Article 94(2), Authorised Firms, Exempt Firms, Ancillary Service Providers, Authorised Individuals, Exempt Individuals and officers, Employees and agents of Authorised Firms, Exempt Firms and Ancillary Service Providers shall make a public interest disclosure without undue delay on becoming aware of a matter which can be the subject of such disclosure under Article 94(5).
      (2) Article 94(l) shall not apply where such Person is subject to a professional duty of confidentiality in relation to such information or where an exemption to such requirement is provided in Tier 4 Legislation.
      (3) A disclosure made by any Person to the Regulatory Authority in good faith is not actionable.
      (4) An officer, Employee or agent of an Authorised Firm, Exempt Firm or Ancillary Service Provider shall not be subjected to detriment by any act, or deliberate failure to act, by such Authorised Firm, Exempt Firm or Ancillary Service Provider, where one of the grounds for such act or failure to act is that such officer, Employee or agent has made a public interest disclosure.
      (5) Disclosure by an officer, Employee or agent of an Authorised Firm, Exempt Firm or Ancillary Service Provider is a public interest disclosure where it is made to the Regulatory Authority and in the reasonable belief of such officer, Employee or agent, such disclosure tends to show one of the following:
      (a) that a provision of the Law or legislation made under the Law has been breached, is being breached or is likely to be breached; or
      (b) that a Person has failed, is failing or is likely to fail to comply with any obligation to which he is subject under the Law or any legislation made under the Law.
      (6) The Regulatory Authority may by means of Tier 4 Legislation provide that additional forms of disclosure shall constitute a public interest disclosure.
      (7) Any provision in an agreement between an Authorised Firm, Exempt Firm or Ancillary Service Provider and an officer, Employee or agent is void in so far as it purports to preclude such officer, Employee or agent from making a public interest disclosure.
      (8) An officer, Employee or agent of an Authorised Firm, Exempt Firm or Ancillary Service Provider may present a complaint to the Court that he has been subjected to detriment in breach of Article 94(l).

      95. Injunctions

      (1) If, on the application of the Regulatory Authority, the Court is satisfied that there is a reasonable likelihood that any Person will contravene a relevant requirement, or that any Person has contravened a relevant requirement and that there is a reasonable likelihood that the contravention will continue or be repeated, the Court may make an order restraining the contravention.
      (2) If, on the application of the Regulatory Authority, the Court is satisfied that any Person has contravened a relevant requirement and that there are steps which could be taken for remedying the contravention, the Court may make an order requiring that Person, and any other Person who appears to have been knowingly concerned in the contravention, to take such steps as the Court may direct to remedy it.
      (3) If, on the application of the Regulatory Authority, the Court is satisfied that any Person may have contravened a relevant requirement or been knowingly concerned in the contravention of such a requirement, it may make an order restraining him from disposing of, or otherwise dealing with, any assets of his which it is satisfied he is reasonably likely to dispose of or otherwise deal with.
      (4) The jurisdiction conferred by Article 95 is exercisable by the Court.
      (5) "Relevant requirement" in relation to an application by the Regulatory Authority, means a requirement which is imposed by or under the Law.

      96. Waiver or modification of legislation

      The Regulatory Authority may by means of a written notice provide that one or more provisions of legislation made under the Law either shall not apply in relation to a particular Person or Category of Person or shall apply but with such modifications as are set out in the written notice.

      97. Language

      The Regulatory Authority may require communication to which it is a party to be conducted in the English language.

      • Schedule 1 Interpretation

        1. Rules of interpretation

        (1) In the Law, a reference to:
        (a) a statutory provision includes a reference to the statutory provision as amended or re-enacted from time to time;
        (b) a Person includes a reference to a government, State, State agency, company, Partnership or unincorporated association;
        (c) an obligation to publish or cause to be published a particular document shall, unless expressly provided otherwise in the Law, include publishing or causing to be published in printed or electronic form;
        (d) a day shall refer to a business day, being a normal working day in the Centre; and
        (e) a calendar year shall mean a year of the Gregorian calendar.
        (2) The headings in the Law shall not affect its interpretation.

        2. Legislation in the Centre

        References to legislation and Guidance in the Law shall be construed in accordance with the following provisions:

        (a) Tier 1 Legislation is law made by the federal government of the United Arab Emirates;
        (b) Tier 2 Legislation is law made by the government of the Emirate of Dubai;
        (c) Tier 3 Legislation is law made by the Chairman (including, by way of example, the Law);
        (d) Tier 4 Legislation is law made by the Regulatory Authority under the Law;
        (e) Guidance is indicative and non-binding Guidance made and issued by the Regulatory Authority under the Law; and
        (f) references to "the Law and legislation made under the Law" are references to the Law and Tier 4 Legislation made under the Law.

        3. Defined terms

        In the Law, unless the context indicates otherwise, the defined terms listed below shall have the corresponding meanings:

        Term Definition
        Ancillary Service has the meaning given in legislation made under Article 44(1)
        Ancillary Service Provider a Person who is licensed by the Regulatory Authority in relation to the conduct of one or more Ancillary Services
        Authorised Firm a Person who holds a Licence to conduct one or more Licensed Services
        Authorised Individual a Person who has been authorised by the Regulatory Authority to perform one or more licensed Functions
        Authorised Market Institution an Exchange, clearing and settlement institution or Alternative Trading System licenced by the Regulatory Authority under Article 45
        Authority the executive body of the Centre, established under Article 3(2) of Dubai Law No. 3 of 2002
        Board the Board of the Centre as defined in Article 2 of Dubai Law No. 3 of 2002
        Centre The Dubai International Financial Centre, established under Article 3(1) of Dubai Law No. 3 of 2002
        Chairman the chairman of the Centre, established under Dubai Law No. 3 of 2002
        Chairman of the Regulatory Authority the Person appointed to the office of chairman of the Regulatory Authority, a Council Member and chairman of the Council, by the Chairman
        Chief Executive the Person appointed to the office of Chief Executive by the Chairman of the Regulatory Authority
        Council the Governing Body of the Regulatory Authority, established under Chapter 2 of Part 2 of Law
        Council Member a Person appointed to the office of Member of the Council
        Disciplinary Tribunal a standing committee of the Council, established under and governed by Chapter 4 of Part 2 of the Law
        Exempt Firm a Person who conducts a Licensed Service within the scope of an exemption provided for under Article 43
        Exempt Individual has the meaning given in Article 61(3)
        Financial Service has the meaning given in legislation made under Article 42(1)
        Financial Services Prohibition has the meaning given in Article 42(5)
        Foreign Regulator a regulator of Financial Services activities established in a jurisdiction other than the Centre
        Guidance indicative and non-binding Guidance made and issued by the Regulatory Authority under the Law
        Investigating Officer an officer appointed under Article 8 1 (1) by the Regulatory Authority
        Law The Regulatory Law No. [1] of 2003
        Licence a Licence granted by the Regulatory Authority under Chapter 2 of Part 3
        Licensed Function has the meaning given in legislation made under Article 62(1)
        Licensed Service has the meaning given in Tier 4 Legislation made under 42(2)
        Regulatory Appeals Committee a standing committee of the Council, established under and governed by Chapter 3 of Part 2 of the Law
        Regulatory Authority The regulator of the Centre, established under Chapter 1 of Part 2 of the Law
        Respondent A Person who is the subject of a matter before a Disciplinary Tribunal
        Schedule A schedule to the Law

      • Schedule 2 The Regulatory Authority

        The constitutional terms of the Regulatory Authority

        The Regulatory Authority shall be established as a Body Corporate pursuant to powers granted to the Chairman under Dubai Law No.3 of 2002.

        The Regulatory Authority shall have its own constitutional provisions, save that such provisions shall not be inconsistent with the following provisions of Schedule 2:

        (a) the full legal title of the Regulatory Authority shall be "The Financial Services Regulatory Authority of the Dubai International Financial Centre";
        (b) [the full legal title of the Regulatory Authority may be abbreviated in common usage to "DFSA";]
        (c) the registered office of the Regulatory Authority is to be situated in the Emirate of Dubai;
        (d) the Regulatory Authority may acquire, hold and dispose of Property of any description;
        (e) the Regulatory Authority may make contracts and other agreements;
        (f) the Regulatory Authority may receive and spend monies;
        (g) the Regulatory Authority may, with the prior written consent of the Chairman, borrow monies and provide Security for such borrowings;
        (h) the Regulatory Authority may agree in writing with the Chairman an amount of unsecured borrowing below which the prior written consent of the Chairman is not required;
        (i) the Regulatory Authority may employ persons on such terms as it considers appropriate;
        (j) the Regulatory Authority shall appoint and employ such persons as it shall deem necessary for it to be able to exercise its powers and perform its functions; and
        (k) the Regulatory Authority may sue and be sued in its own name.