Other Officers

Question 1

Chairman, secretary

Answer 1

Sure, let’s break this down into simpler terms and provide some examples to help you understand.

1. Appointment of Chairman:
   
   • Timeline: The board of a listed company must appoint a chairman from among the non-executive directors within 14 days of electing the directors.
   • Example: If a company elects new directors on January 1st, they must appoint a chairman by January 15th.
2. Responsibilities of the Chairman:
   
   • Leadership: The chairman leads the board and ensures it effectively fulfills its responsibilities.
   • Annual Review Report: The chairman must include a review report in the annual financial statements, assessing the board’s performance and effectiveness.
   • Example: The chairman might report on how well the board has met its goals, such as improving company profitability or implementing new policies.
3. Term of Office:
   
   • Duration: The chairman holds office for 3 years unless they resign, become ineligible, disqualified, or are removed by the directors.
   • Example: If a chairman is appointed on January 1, 2024, their term would typically end on December 31, 2026, unless any of the mentioned conditions occur.
4. Roles and Responsibilities:
   
   • Clarity: The board must clearly define the roles and responsibilities of the chairman and the chief executive.
   • Separation of Roles: The Commission may specify that in certain companies, the chairman and chief executive cannot be the same person.
   • Example: In some companies, the chairman focuses on governance and strategy, while the chief executive handles day-to-day operations.

1. Role of the Company Secretary:
   
   • Advisory: The company secretary advises the board on compliance with corporate laws.
   • Record Maintenance: They are responsible for maintaining relevant records and registers.
   • Example: The company secretary might ensure that the company files its annual returns on time and keeps accurate minutes of board meetings.
2. Qualification:
   
   • Requirement: A public company must have a company secretary with specified qualifications.
   • Example: The qualifications might include a degree in law, business administration, or a professional certification in corporate governance.

• Duties: A company secretary performs secretarial and other duties typically associated with the role.
• Qualifications and Experience: They must have the qualifications and experience specified by regulations.
• Example: A company secretary might handle tasks like organizing board meetings, preparing agendas, and ensuring compliance with legal requirements.

I hope this helps clarify the roles and responsibilities outlined in these sections! If you have any specific questions or need further examples, feel free to ask.

Sure, let’s break this down and provide some examples to help you understand.

1. Appointment of Share Registrar:
   
   • Requirement: Listed companies must appoint an independent share registrar.
   • Responsibilities: The share registrar handles the transfer of shares and other obligations towards shareholders.
   • Example: If XYZ Ltd. is a listed company, it must appoint a share registrar to manage share transfers. Shareholders will contact the registrar, not the company, for share transfer requests.
2. Notice of General Meetings:
   
   • Information: The name of the share registrar must be mentioned in the notice of general meetings.
   • Example: In the notice for its annual general meeting, XYZ Ltd. will include the name and contact details of its share registrar.

1. Approval Requirement:
   
   • General Rule: No company, whether incorporated in Pakistan or outside, can appoint a sole purchase, sale, or distribution agent in Pakistan without the approval of the Commission.
   • Example 01: ABC Limited, operating in Pakistan and the Middle East, wants to appoint a sole purchase agent. It must get approval from the Commission before making this appointment.
2. Exception:
   
   • Foreign Companies: Companies incorporated outside Pakistan do not need the Commission’s approval unless the major portion of their business is conducted in Pakistan.
   • Example 02: ABC Inc., a US-based company operating in multiple countries including Pakistan, wants to appoint a sole sales agent in Pakistan. Since its major business is not in Pakistan, it does not need the Commission’s approval.

I hope this helps clarify the requirements and examples for these sections! If you have any more questions or need further details, feel free to ask.