SCHEDULE 4 – The Regulatory Authority

1. The Regulatory Authority shall have a board with a maximum of six board members, including a chairman and a chief executive officer, appointed by a decision of the Council of Ministers (the "RA Board").

The role of chairman and chief executive officer may be held by one individual for such period as the Council of Ministers may determine.

The RA Board members shall be persons who the Council of Ministers believes to have appropriate expertise in the regulation of banking, financial or insurance businesses. The Regulatory Authority shall, subject to the following provisions, be managed by the RA Board.
2. No member of the RA Board may be a member of the Board or of the Appeals Body or be employed by the QFC Authority or the Appeals Body and any member of the RA Board who becomes such a member or so employed shall automatically thereupon cease to be a member of the RA Board.
3. Subject to paragraphs 2, 12 and 13 of this Schedule, the appointment of each member of the RA Board shall be for a period of three years which may be renewed. The Council of Ministers shall determine the level of remuneration of the RA Board members save that the RA Board may determine the terms and conditions upon which any member of the RA Board is employed by the Regulatory Authority to carry out duties and functions in addition to his duties and functions as a member of the RA Board.
4. Any RA Board member may appoint any other RA Board member to represent him at any meeting of the RA Board and to vote for him thereat.
5. The RA Board may delegate any of its powers to any committee of the RA Board consisting of two or more RA Board members, and may establish the regulations to govern proceedings and meetings of such committee.
6. The chairman of the RA Board shall fix the date, time and place of the first meeting of the RA Board no later than two months after the RA Board has been constituted pursuant to paragraph 1 above.
7. The RA 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 RA Board member shall be given at least forty eight hours advance written notice of the time, date and place of such meeting.
8. The quorum for a meeting of the RA Board shall be four RA Board members.
9. The RA Board shall take decisions at any meetings by majority vote, with each RA Board Member having one vote. An RA 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 interest of the Regulatory Authority. In the event of an equality of votes on any matter, the chairman of the RA Board shall have a second or casting vote.
10. A resolution in writing signed by all the RA Board members entitled to receive notice of a meeting of the RA Board or of a committee of the RA Board shall be as valid and effective as if it had been passed at a meeting of the RA Board.
11. A meeting of the RA Board may be held by telephone, provided that the requirements as to notice and quorum set out in paragraphs 7 and 8 respectively are complied with.
12. Any member of the RA Board may at any time resign his office by giving not less than thirty days written notice to the council of ministers.
13. The Council of Ministers may remove any member of the RA Board on notice or with immediate effect if:
13.1 he has become incapable through ill-health of effectively performing the duties of his office;
13.2 he is declared bankrupt; or
13.3 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.
14. The chief executive officer of the Regulatory Authority shall be appointed by the RA Board from amongst the members of the RA Board and he shall be responsible to the RA Board for the day to day administration and operation of the Regulatory Authority to the extent authorised and empowered by the RA Board from time to time. The chief executive officer shall accordingly exercise such powers and have such authority as the RA Board shall from time to time delegate to him.

The chief executive officer shall make such reports to the RA Board regarding his activities and the operation of the Regulatory Authority as the RA Board shall require and without prejudice to the foregoing shall in any event provide a written report to the RA Board on such matters on a quarterly basis.
15. In the event that the chairman and/or chief executive officer shall be appointed by the Council of Ministers prior to the appointment of the remainder of the RA Board, then the chairman and/or chief executive officer shall consult with the Minister prior to entering into major commitments on behalf of the Regulatory Authority.
16. The powers and duties of the RA Board shall include, but shall not be limited to:
16.1 laying down general policies and plans for the Regulatory Authority;
16.2 preparing Regulations in accordance with Article 9(1);
16.3 ensuring the Regulatory Authority is run with a view to:
(A) it operating at all times in accordance with best international standards for financial and business centres of a similar kind;
(B) establishing and maintaining the QFC 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;
16.4 arranging for the proper administration and operation of the Regulatory Authority and the delegation of powers to the chairman and chief executive officer in this regard as it thinks appropriate;
16.5 preparing in each year the budget of the Regulatory Authority and to submit the same to the Minister who shall transmit the budget to the Council of Ministers with such comments, if any, that he deems appropriate, for approval;
16.6 subject to Article 14, ensuring the funds received by it are spent in such manner as to deliver its objectives;
16.7 reporting to the Council of Ministers on the activities of the Regulatory Authority at such frequency and in such manner as the Council may determine (all such reports to be copied to the Minister for review and comment);
16.8 exercising all the other powers and perform all the other duties and pursue and endeavour to achieve all the other objectives of the Regulatory Authority as provided by or contemplated by this Law.
17. The objectives of the Regulatory Authority shall include (without limitation):
17.1 the promotion and maintenance of efficiency, transparency and the integrity of the QFC;
17.2 the promotion and maintenance of confidence in the QFC of users and prospective users of the QFC;
17.3 the maintenance of the financial stability of the QFC, including the reduction of systemic risk relating to the QFC;
17.4 the prevention, detection and restraint of conduct, which causes or may cause damage to the reputation of the QFC, through appropriate means including the imposition of fines;
17.5 the provision of appropriate protection to those licensed to carry on business at the QFC and their clients or customers;
17.6 the promotion of understanding of the objectives of the QFC amongst users and prospective users of the QFC and other interested persons; and
17.7 such other objectives as may be set by the Regulations.
18. The Regulatory Authority shall perform its functions and discharge its duties and determine its own procedures and management in such manner as it shall decide provided that it shall always operate in compliance with the requirements and provisions of this Law and the Regulations.
19. The head office of the Regulatory Authority shall be situated in the QFC.
20. The Regulatory Authority shall have capacity to enter into contracts, to sue and be sued and to own and lease assets of all types for the purpose of achieving its objectives.