BOARD GOVERNANCE 

 
The governance framework of the Board of Directors of the QFC Regulatory Authority is made up of elements set out in the relevant legislation and in the Governance Resolution adopted by the Board in September 2006 and reviewed and amended in March 2012.

The relevant legislation is:

  • Article 8 of the Qatar Financial Centre Law (Law No. 7 of 2005) (“the QFC Law”); and

  • the Financial Services Regulations (“the FSR”) made by the Minister under Article 9 of the QFC Law.

The QFC Law and the FSR provide for the Board of the QFC Regulatory Authority, its constitution, membership, duties and powers.
The principal matters dealt with in the Governance Resolution are:
  • the respective roles of the Board, the Chairman and the Chief Executive Officer (“CEO”);

  • the establishment of two Board committees: an Audit and Risk Committee and a Nominations and Remuneration Committee;

  • the Board’s policy on various other governance matters; and

  • certain delegations and decision-making processes within the QFC Regulatory Authority.

 

ROLE OF THE BOARD

The role of the Board, subject to the QFC Law and other applicable legislation, is to lead the QFC Regulatory Authority.

Schedule 4 to the QFC Law outlines the powers and duties of the Board.

In addition, the Board seeks to:

  • exercise functions of the QFC Regulatory Authority that, under the QFC Law or other QFC legislation, only the Board can exercise;

  • make strategic decisions affecting the future operation of the QFC Regulatory Authority;

  • oversee the executive management’s discharge of the day to day business of the QFC Regulatory Authority;

  • set appropriate policies to establish a system of internal controls to manage risks to the QFC Regulatory Authority;

  • maintain a sound system of financial control;

  • take and record decisions which the Board or executive management consider to be of such significance as to require to be taken by the Board;

  • maintain high-level relations with other appropriate organisations and authorities; and

  • provide an accountability mechanism for decisions of the executive management, including through periodic reporting to the Board.

 

BOARD MEMBERS

Each Board member is to act:

  • in accordance with the QFC Law and other QFC legislation and (to the extent not inconsistent with the QFC Law and other legislation) the terms of his or her appointment by the Council of Ministers, and in particular, in accordance with and furtherance of the Regulatory Objectives set out in article 12 of the FSR;

  • honestly, in good faith and in the best interests of the QFC Regulatory Authority;

  • in relation to any particular matter, in accordance with any applicable quasi-judicial or public or administrative law responsibilities; and

  • in accordance with all Board resolutions (including in relation to conflicts of interest, confidentiality and ethics).

A Board member must not bring the name or reputation of the Qatar Financial Centre, the QFC Regulatory Authority, the QFC Authority or the Government of Qatar into disrepute by any act or omission, regardless of whether he or she is acting as a Board member, and of where the act or omission occurs.

Each Board member is entitled:

  • to be supplied with relevant information (subject to any conflict of interest); and

  • to have access to professional advice in particular instances.

THE CHAIRMAN

The QFC Law provides for the appointment of a Chairman. The Governance Resolution specifies the responsibilities of the Chairman.

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee (“ARC”) is made up of at least two independent non-executive Board members, at least one of whom should have recent and relevant financial experience.

The functions of the ARC are to assist the Board in satisfying itself on certain specific matters including:

  • the quality of the financial management of the QFC Regulatory Authority and the adequacy of its systems of internal controls;

  • the identification and management of the significant risks to the QFC Regulatory Authority’s objectives and outcomes;

  • the internal and external audit functions; and

  • the implications of any legal action against the QFC Regulatory Authority, the adequacy of any internal whistle-blowing arrangements, the operation of the codes of conduct for Board members and employees including in relation to dealings and conflicts of interest, and certain expense claims.

NOMINATIONS AND REMUNERATION COMMITTEE

The Nominations and Remuneration Committee (“NRC”) is comprised of at least two non-executive Board members.

The function of the NRC is to consider and make recommendations regarding: 

  • prospective Board appointees and Board succession planning;

  • Board members’ remuneration and benefits and other terms of appointment, including those of the Chairman and the CEO; and

  • broad policy on all aspects of executive remuneration.

THE CHIEF EXECUTIVE OFFICER

The QFC Law provides for the appointment of a CEO. The Governance Resolution specifies the responsibilities of the CEO. 

REVIEW OF PERFORMANCE AND GOVERNANCE ARRANGEMENTS

The Board undertakes an annual review of:  
  • its performance and that of its committees and individual members; and

  • the QFC Regulatory Authority’s governance arrangements.

 
Each of the ARC and NRC must also annually review its own effectiveness.
 

REPORTING TO THE COUNCIL OF MINISTERS

The Board reports annually to the Council of Ministers on the discharge by the Board of the QFC Regulatory Authority’s functions, the extent to which, in its opinion, the QFC Regulatory Authority’s objectives have been met, and other matters required by law.