Independent Non-Executive Director

Location:

UAE

Reporting To:
Board of Directors

The Independent Non-Executive Director (INED) plays a critical governance role in a VARA-licensed VASP by providing independent oversight, strategic guidance, and robust challenge to executive management. Appointed in accordance with the 2025 VARA Company Rulebook, the INED ensures the integrity of decision‑making processes, particularly relating to regulatory compliance, risk management, conflicts of interest, and the protection of client assets.

This position is a Designated Role under VARA’s framework and contributes to meeting corporate governance and board composition requirements, including independence, diversity of expertise, and effective risk oversight.

• Participate in setting and monitoring the strategic direction of the company, ensuring alignment with shareholder interests and regulatory obligations.
• Provide independent judgement and constructive challenge across all areas of board deliberations, including financial planning, risk, compliance, technology, and audit matters.
• Ensure effective governance structures are in place, in line with VARA’s Corporate Governance expectations.

• Ensure the company maintains full compliance with the VARA Rulebooks, particularly those governing board independence, director responsibilities, and Fit and Proper criteria.
• Review and challenge the company's regulatory submissions, policies, and internal control frameworks, particularly relating to capital adequacy, AML/CFT compliance, and operational risk.
• Oversee the establishment and maintenance of the Enterprise Risk Management (ERM) framework, Technology Risk Management, and Business Continuity Management.
• Participate in committees where applicable (e.g., Audit, Risk, Remuneration) to oversee the effectiveness of internal controls and the external audit process.

• Serve as an independent voice on any actual or perceived conflicts of interest involving shareholders, management, or other stakeholders.
• Safeguard the interests of clients and market integrity, particularly in relation to custody, listing of VA assets, pricing methodologies, and customer protection.
• Attend and actively contribute to regular Board meetings and any applicable sub‑committees.
• Maintain sufficient knowledge of the business and the wider crypto and virtual asset regulatory landscape to inform Board‑level discussions.
• Undertake periodic training and annual performance reviews as mandated by the Board Charter and VARA guidance.

• Must be approved by VARA as an Independent Non‑Executive Director under the Company Rulebook.
• Must meet and maintain Fit and Proper standards regarding integrity, experience, financial soundness, and competence.
• Must declare any conflicts of interest in line with the company’s internal policies and VARA’s Governance and Market Conduct requirements.
• Required to commit sufficient time and availability to carry out duties effectively and independently.

• Minimum 10 years of senior leadership or board‑level experience, preferably in regulated financial services, fintech, or crypto/virtual asset sectors.
• Demonstrable knowledge of governance practices, regulatory frameworks, and risk management in complex organisations.
• Experience serving on audit, risk, or compliance committees is preferred.
• Strong understanding of the UAE regulatory landscape, with exposure to VARA, DFSA, FSRA, or global equivalents.
• Bachelor’s degree required; advanced degrees or board certifications (e.g., IOD, INED training, ICA, CAMS) are preferred.

• Must not be involved in day‑to‑day operations or executive functions of the VASP.
• Must not have had a material business or advisory relationship with the company (or its group) in the last two years.
• Independence will be assessed and documented in accordance with VARA’s Corporate Governance guidelines.
• As defined under the VARA Company Rulebook (2025), including absence of prior advisory or financial relationship within the last 24 months.

• Typically appointed for a 2- or 3‑year term, renewable subject to Board and VARA approval.
• Expected to attend a minimum number of board and committee meetings per year, and to remain engaged between meetings.
• Required to undergo periodic re‑evaluation of independence and competency.

• Executive

• Full‑time

• Consulting