For boards that need independent directors
Independent directors for a UAE board
The short answer
An independent director is a non-executive board member with no relationship to the company that could sway their judgement; the definition that counts is the one your regulator or governance code sets. For a bank, the Central Bank of the UAE requires every board member to be non-executive and at least one third to be independent, and it must give its no-objection before anyone is appointed. We work out what binds your board, supply or source the directors, and set up the board process so the independence is real.
An independent director has no tie to the company that could bend their judgement: not an employee, not a significant shareholder, not a supplier or a customer, and not related to any of them. Their duties are the same as any other director's. The test differs by regulator. The Central Bank of the UAE requires a bank board to be at least one third independent, and a member stops counting as independent after twelve consecutive years on the same bank's board. Regulators in the financial free zones publish their own rules, and investors and lenders often expect independents on the companies they back.
Independent directors change nothing unless the board changes how it works. Papers go out in advance, minutes record the decision and the reasons, committees have terms of reference, and a conflicts register and an annual evaluation are kept. The Central Bank makes part of this mandatory for banks: separate audit and risk committees, each chaired by an independent member who chairs nothing else, and an annual assessment of the board, its committees and each member. That is corporate-governance work, and it decides whether an appointment takes root or stays ornamental.
At a glance
- Indicative cost
- Directors' fees and liability insurance are the company's; the Velarozone service fee for the review, the appointments and the board process is itemised in your engagement letter.
- Timing
- The board review in weeks; for a bank, appointments wait for the Central Bank's no-objection; the first evaluation a year on.
- What's included
- What the regulator, the shareholders and the investors require
- Directors supplied or sourced to the profile, independence tested
- Board process: papers, minutes, committees, a conflicts register
This is for you if
- A regulator requires independent directors or committee members on your board, as the Central Bank does for banks.
- An investor, a lender or a partner expects them as a condition of its support.
- The shareholders want strategic and financial decisions tested by people without a stake in them.
- You are preparing for a raise, a sale or a listing and the board has to look the part and be it.
This may not be the right route if
- You want a name on the register and no meetings; directors have duties, and regulators check.
- You want legal advice on directors' duties; that comes from a licensed law firm, which we coordinate.
- You expect the regulator's approval of a director to be promised; for a bank, the Central Bank's no-objection must come before the appointment and nobody can guarantee it.
At a glance
- Indicative cost
- Directors' fees and liability insurance are the company's; the Velarozone service fee for the review, the appointments and the board process is itemised in your engagement letter.
- Timing
- The board review in weeks; for a bank, appointments wait for the Central Bank's no-objection; the first evaluation a year on.
- What's included
- What the regulator, the shareholders and the investors require
- Directors supplied or sourced to the profile, independence tested
- Board process: papers, minutes, committees, a conflicts register
What this service includes
- A board review: what the regulator, the shareholders and the investors require, and what the board lacks.
- Independent directors supplied from our senior advisers or sourced to the profile the board needs.
- Appointment prepared and lodged: resolutions, registers, authority filings, the regulator's approval where required.
- Board process set up: papers, minutes, committees' terms of reference, a conflicts register and an evaluation cycle.
- Company-secretarial support for the board on an ongoing basis where wanted.
What it does not include
- Legal advice on directors' duties, which comes from a licensed law firm.
- Any assurance of the regulator's approval of a person.
- Directors' remuneration and insurance, which are the company's.
Process
How the work is sequenced
Each stage has its own dependencies (activity approvals, document legalisation, authority processing, and bank review), and we report progress against them rather than against one overall date.
- 01
Review
Requirements read; the board's gaps and the committees it needs identified.
- 02
Identify
Directors proposed against the profile; independence tested.
- 03
Appoint
Resolutions, registers, filings and the regulator's approval where required.
Need a compliance officer or MLRO rather than a director? The fractional-roles page is that appointment.
Prefer to start in writing? Send the details through the contact form.
Start with a structure assessment
In an initial consultation you receive a plain-language decision summary, a document-preparation list, and the next actions for your situation. Current figures are confirmed within your adviser-reviewed route comparison.
Building the board
What the appointment changes
The director is one half; the board process is the other.
Elements of adding independent directors to a UAE board and what each requires.
How many, and which committees
- What it requires
- The regulator's rules, the shareholders' agreement, the investor's terms. A bank board has seven to eleven members, at least one third independent.
- Who decides
- The board, within the rules
Independence
- What it requires
- No employment, significant shareholding, commercial relationship or family tie; for a bank, no more than twelve consecutive years as an independent
- Who decides
- Tested against the regulator's or the code's definition
The person
- What it requires
- Sector judgement, availability, fitness and propriety
- Who decides
- The board; the regulator where the company is regulated
Appointment
- What it requires
- Resolution, register entry, authority filing; for a bank, the Central Bank's no-objection before appointment, nomination or renewal
- Who decides
- The company, with the regulator
Board process
- What it requires
- Papers, minutes, terms of reference, conflicts register, annual evaluation of the board, its committees and each member
- Who decides
- The board, with the company secretary
Remuneration and insurance
- What it requires
- Fees and directors' liability cover
- Who decides
- The board or the shareholders
| Element | What it requires | Who decides |
|---|---|---|
| How many, and which committees | The regulator's rules, the shareholders' agreement, the investor's terms. A bank board has seven to eleven members, at least one third independent. | The board, within the rules |
| Independence | No employment, significant shareholding, commercial relationship or family tie; for a bank, no more than twelve consecutive years as an independent | Tested against the regulator's or the code's definition |
| The person | Sector judgement, availability, fitness and propriety | The board; the regulator where the company is regulated |
| Appointment | Resolution, register entry, authority filing; for a bank, the Central Bank's no-objection before appointment, nomination or renewal | The company, with the regulator |
| Board process | Papers, minutes, terms of reference, conflicts register, annual evaluation of the board, its committees and each member | The board, with the company secretary |
| Remuneration and insurance | Fees and directors' liability cover | The board or the shareholders |
The service
Regulatory consulting and fractional roles
The service page sets out the governance, licensing and compliance work around a regulated board.
See the consulting service
Every route is planned against how the business will actually operate in the UAE.
After the licence
What you may also need
The four services most founders in this situation ask about next, each on its own page.
Visas & PRO services
Residence visas for owners, staff and family, plus the MOHRE labour files, medicals and Emirates ID renewals that keep a licence and its people in good standing. A sponsored visa lasts 1, 2 or 3 years; approval stays with the authority.
→UAE bank account setup
A bank-ready file built around your ownership, activity and expected transactions, matched to the bank whose risk appetite suits your profile. The bank alone decides approval and timing.
→Accounting & tax
Monthly bookkeeping, VAT and corporate-tax filings and year-end accounts, with statutory audit signed by a registered auditor.
→Legal services
Contracts, corporate documents, disputes and regulatory matters, advised by lawyers licensed to practise in the UAE and named in the engagement letter.
→
Questions
Frequently asked
- What makes a director independent?
- The definition set by your regulator or governance code. For banks, the Central Bank treats a member as independent only if they have no relationship with the bank or its group that could bring a benefit affecting their decisions, and no ownership, control or other undue influence that would impede objective judgement. That status ends after twelve consecutive years. Each candidate is tested against the definition that applies.
- Can an independent director be a non-resident?
- It depends on the regulator. A bank board needs a UAE national as chair and UAE nationals as the majority, so a foreign national can only fill a minority seat. Some regimes require a resident director or officer as well; the review says which.
- What are the director's liabilities?
- The same duties and liabilities as any other director under the applicable company law and, for regulated companies, the regulator's rules. For a bank, breaches of the Central Bank's regulation can bring supervisory action and sanctions. A licensed law firm advises on duties; directors' liability insurance is usual.
- How much time does the role take?
- Board meetings, committee meetings, preparation and the occasional crisis, all set out in the appointment letter with the fee. The Central Bank caps a bank director's other seats: up to five UAE public joint stock companies, one UAE bank and four banks abroad. A director who cannot give the time is not independent in any useful sense.
- Do we need a company secretary too?
- Someone has to run the process: papers, minutes, registers, filings. A bank board must also establish and update its own by-laws or procedural rules, and someone has to draft them. Where the company has nobody, we provide the function; where it has, we set the process up with them.
Sources
- UAE Ministry of Economy & Tourism: establishing companies
- ADGM (Abu Dhabi Global Market)
- DIFC (Dubai International Financial Centre)
- Virtual Assets Regulatory Authority (VARA)
Regulations, fees, and eligibility can change. Every regulatory statement is re-checked before publication and dated above.
Legal notes and scope
Velarozone provides setup and operational-readiness coordination. This page is general information, not legal, tax, immigration, or banking advice.
General information drawn from the CBUAE Rulebook, including the Retail Payment Services and Card Schemes Regulation (C 15/2021), and Cabinet Resolution No. (134) of 2025 as published, not legal or tax advice. Rules and guidance change, so confirm the current text and each institution's own requirements before you submit.
Where a company is regulated, the appointment of a director is subject to the regulator's approval of the person and its rules on board composition; nothing here asserts an approval or a requirement the regulator has not published. Legal advice on directors' duties comes from a licensed law firm.