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  • Part I – Additional Board Requirements

    • A. Board Constitution

      1. The Board of a VASP providing Exchange Services shall consist of executive directors and non-executive directors, with a minimum of one [1] director qualifying as an independent director as set out below.
      2. The Board of a VASP providing Exchange Services shall convene at least on a quarterly basis.
      3. VASPs providing Exchange Services shall mandate the length of each term and number of terms each Board member may serve on the Board.
      4. A Board member is not regarded as an independent director of a VASP if—
       
        a. they or any of their first degree relatives are working or have worked as a member of the Senior Management, or held a role in the VASP’s Group equivalent to Senior Management within the preceding two [2] years preceding the date of their nomination to the Board;
        b. they or any of their first degree relatives have a direct or indirect interest in the contracts and projects concluded with the Group during the preceding two [2] years, provided that the aggregate value of such contracts and projects do not exceed the lower of [i] ten percent [10%] of the Paid-Up Capital of the VASP or [ii] the amount of AED 5,000,000 or its equivalent in other foreign currency, unless such contracts and projects relate to the ordinary course of business of the VASP and do not contain any preferential conditions;
        c. they are working or have worked for the Group during the preceding two [2] years preceding the date of their appointment to the Board;
        d. they work for, or are a partner of, a company that performs consultancy services for the VASP or any members of its Group, or has performed such services during the preceding two [2] years;
        e. they have any personal service contracts with the VASP or any members of its Group, or have had such contract during the preceding two [2] years, excluding any contract under which they are appointed as a non-executive director;
        f. they are directly or indirectly linked to any Entity that receives substantial funding from the VASP’s Group;
        g. they or any of their first degree relatives are a partner or an employee of the auditor of the VASP, or if, during the preceding two [2] years preceding the date of their Board membership, were a partner or an employee of the auditor of the VASP;
        h. the ownership held by them and their first degree relatives reaches ten percent [10%] or more of the share capital of the VASP;
        i. they have served more than seven [7] years as a Board member of the VASP; or
        j. they are the representative of an investor in the VASP holding ten percent [10%] or more of the share capital of the VASP.
       

    • B. Board Committees

      1. The Board of a VASP providing Exchange Services shall establish remuneration, nomination and audit committees, and may establish additional committees to perform certain delegated functions on behalf of the Board. The Board may delegate specific authority, but not its responsibilities, to its committees, provided that it continuously monitors and oversees the work conducted by all committees.
      2. Each committee created by the Board of a VASP providing Exchange Services shall—
       
        a. have a charter or other instrument that sets out its membership, mandate, scope, working procedures and means of accountability to the Board; and
        b. report to the Board on findings and recommendations relating to the work entrusted by the Board to it regularly.
       
      3. The Board and its committees shall keep minutes to record details of the matters discussed, recommendations made, decisions taken, resolutions passed and any dissenting opinions at a Board meeting for a period of, notwithstanding any requirements in any law or regulations, not less than eight [8] years.
       

    • C. Board Remuneration Reporting Requirements

      1. On an annual basis, VASPs providing Exchange Services shall submit to VARA the following information—
       
        a. details of all compensation and/or remuneration of all members of the Board and its committees, including but not limited to salaries, allowances, expenses, bonuses, benefits, or other incentive programmes [whether or not denominated in Virtual Assets]. Such details shall include the type, nature and conditions of all such compensation and/or remuneration; and
        b. reasons for all such compensation and/or remuneration.
       
      2. All information submitted by VASPs in compliance with Rule I.C.1 of this Exchange Services Rulebook shall be kept confidential by VARA, except to the extent that disclosure is required to comply with any applicable laws or regulations.