Chapter 4 (Chief Executive & Other Officials)

Question 1

What is the procedure for the appointment and tenure of the Chief Executive?

Answer 1

1. First Chief Executive: Appointed by subscribers until the first AGM (or for a shorter period).
2. Subsequent Chief Executive: Appointed by directors within 14 days of their election, for 3 years (or a shorter period).
3. Casual Vacancy: Filled by directors within 14 days until a new Chief Executive is appointed by the next board of directors.
4. Roles and responsibilities are determined by the board.

Question 2

What is the eligibility criteria for a Chief Executive?

Answer 2

1. Need NOT be a director, shareholder, or employee.
2. Once appointed, deemed a director.

Question 3

What is the ineligibility criteria for a Chief Executive?

Answer 3

Same as that for directors.

Question 4

What are the restrictions on the Chief Executive?

Answer 4

The Chief Executive (including spouse and minor children) cannot engage in competing business (applicable to public companies).

Question 5

What is the procedure for the removal of the Chief Executive?

Answer 5

By a 3/4th majority of directors.
By a special resolution (irrespective of articles or agreements).

Question 6

What are the rights of a retiring Chief Executive?

Answer 6

1. Eligible for reappointment.
2. Continues to function unless removed or the cause of non-appointment arises.

Question 7

What powers does the Federal Government have regarding the Chief Executive?

Answer 7

1. Appoint a Chief Executive if the majority of directors are appointed by it.
2. Remove the Chief Executive if 75% of voting rights are held by it.
3. Determine the terms and conditions for the Chief Executive it appoints.

Question 8

What are the roles and appointment criteria for the Chairman of a listed company?

Answer 8

1. Appointed within 14 days of the election of directors, from among non-executive directors.
2. Tenure: 3 years.
3. Roles and responsibilities determined by the board.
4. The Chairman’s review report on the performance of the board must be included in the annual financial statements.

Question 9

What are the responsibilities of the Company Secretary?

Answer 9

1. Required for public companies.
2. Ensures compliance with laws and maintains records.

Question 10

What are the responsibilities of the Share Registrar?

Answer 10

1. Required for listed companies.
2. Handles the transfer of shares.

Question 11

What are the requirements for appointing a Sole Agent?

Answer 11

Approval of the Commission is required unless the company is incorporated and conducts its major business outside Pakistan.

Question 12

What is the requirement for appointing a Sole Agent?

Answer 12

Approval of the Commission is required, except for companies incorporated and conducting their major business outside Pakistan.