SCHEDULE 1 – Board — Constitution and Powers, Chairman and Director General

1. The Board shall consist of the Chairman and a maximum of nine other members appointed by the Council of Ministers, including the Director General. Such Board members shall be persons whom the Council of Ministers reasonably believes to have local or international expertise in the fields of commerce, finance, banking, law, insurance, accounting or capital markets.
2. The appointment of a person, other than the Chairman, to be a member of the Board shall, subject to paragraphs 13 and 14 of this Schedule, be for a period of three years which may be renewed from time to time.
3. The Council of Ministers shall determine the level of remuneration of the members of the Board, save that the Board may determine the terms and conditions upon which any member of the Board (including the Director General) is employed by the QFC Authority to carry out duties and functions in addition to his duties and functions as a member of the Board.
4. Any Board member may appoint any other Board member to represent him at any meeting of the Board and to vote for him thereat.
5. The powers and duties of the Board shall include, but shall not be limited to:
5.1. to lay down general policies and plans for the QFC;
5.2. to propose Regulations in accordance with Article 9(1);
5.3. to promote, operate and run the QFC with a view to:
(A) ensuring that it is run at all times in accordance with best international standards for financial and business centres of a similar kind;
(B) establishing and maintaining it as a leading financial and business centre in the Middle East;
(C) providing all infrastructure, personnel, services and support as may be needed to achieve the objectives in (A) and (B) above;
5/4. to prepare the annual budget of The QFC Authority for the purposes of funding the QFC activities, and the QFC Institutions and The Regulatory Authority, The Regulatory Tribunal and The Civil and Commercial Court to the extent directed by the Council of Ministers under Article 8(6) and to submit the same to the Minister for approval and to spend the funds received by the QFC Authority in such manner as it decides in the performance of the functions of the QFC Authority (including providing requisite funding to the QFC Institutions and The Regulatory Authority and the Regulatory Tribunal, The Civil and Commercial Court to the extent directed by the Council of Ministers under Article 8(6)) under this Law.
5.5. to exercise all the other powers and perform all the other duties and pursue and endeavour to achieve all the other objectives of the QFC Authority as provided by or contemplated by this Law;
5.6. to lay down its own internal procedures; and
5.7. to carry out any other business, assignments, functions or duties relating to the QFC that may be entrusted to it by the Council of Ministers.
6. The Board may delegate any of its powers to any committee of the Board consisting of two or more Board members, and may provide the regulations to govern proceedings and meetings of such committee.
7. The Chairman shall fix the date, time and place of the first meeting of the Board.
8. The Board shall hold as many meetings as may be necessary for the performance of its functions subject to meeting at least four times a year. Each Board member shall be given at least forty eight hours advance written notice of the time, date and place of such meeting.
9. The quorum for a meeting of the Board shall be five Board members.
10. The Board shall take decisions at any meetings by majority vote, with each Board member having one vote. A Board member shall not vote at a meeting concerning a matter in which he has, directly or indirectly, an interest or duty which conflicts or may conflict with the interests of the QFC Authority. In the event of an equality of votes on any matter, the Chairman shall have a casting vote.
11. A resolution in writing signed by all the Board members entitled to receive notice of a meeting of the Board or of a committee of the Board shall be as valid and effective as if it had been passed at a meeting of the Board.
12. A meeting of the Board may be held by telephone, provided that the requirements as to notice and quorum set out in paragraphs 8 and 9 respectively are complied with.
13. Any member of the Board except the Chairman may at any time resign his office by giving not less than thirty days' written notice to the QFC Authority addressed to the Chairman.
14. The Council of Ministers may remove any Board member except the Chairman from his office and may also remove the Director General from his position as Director General in any case on notice or with immediate effect if:
14.1 he has become incapable through ill-health of effectively performing the duties of his office;
14.2 he is declared bankrupt;
14.3 he is convicted of a criminal offence or the Council of Ministers is satisfied that he has been guilty of serious misconduct which, in either case, in the opinion of the Council of Ministers, is of a nature which warrants his removal from office; or
14.4 the removal appears to the Council of Ministers to be necessary or desirable or appropriate for the effective performance by the QFC Authority of any of its functions.
15. The Director General of the QFC shall be appointed by the Chairman from amongst the members of the Board and he shall be responsible to the Board for the day to day administration and operations of the QFC Authority to the extent authorised and empowered by the Board from time to time. The Director General shall accordingly exercise such powers and have such authority as the Board shall from time to time delegate to him.

The Director General shall make such reports to the Board regarding his activities and the operations of and activities within the QFC as the Board shall require, and without prejudice to the foregoing shall in any event provide a written report to the Board on such matters on a quarterly basis.

Amended by Law No. (2) of 2009 (as from 24th May 2009).