Board of Directors

The Board of Directors (“BoD”) is part of an organizational structure together with various governing functions in the Company such as Company Secretaries and auditors.

Division of Duties:  In general, the BoD is responsible for the day-to-day functioning of the Company and must act in the best interests of the Company. The BoD may exercise all such powers of the Company unless otherwise set out by the Companies Act 2017, the Articles of Association (“AoA”) or by the General Meeting (“GM”). [...]

Composition: Every Company incorporated in Pakistan must have at least one BoD member. A Private Company should not have less than 2 BoD members and a Public Company (other than a listed Company) shall have not less than 3 BoD members. A BoD member must be a natural person, not have a criminal record, and be of legal age, amongst meeting other criteria. All BoD members must be Shareholders of the Company unless inter alia they are whole-time employee Directors, the Chief Executive Officer (“CEO”), or a person representing a creditor.

Appointment/Dismissal Competence: The first BoD Members are appointed by the subscribers to the Memorandum of Association (“MoA”) and hold office until the first annual GM. Subsequently and 35 days before convening of the annual GM, the first BoD members decide the number of BoD members to be appointed. Any persons seeking to contest the decision of the first BoD members shall file a notice with the Company not later than 14 days before the date of the annual GM. Each BoD member is appointed for a period of 3 years unless he resigns or is earlier disqualified. The GM may remove a BoD member by resolution, unless the number of votes cast against it is equal to, or exceeds the minimum number of votes that were cast for the appointment.

Alternates: A BoD member may not assign his office and any purported appointment by assignment shall be void ab initio. However, a BoD member may (with the approval of the other BoD members) appoint an alternate in the event that the BoD member is leaving Pakistan. However, such alternate must vacate his office if and when the BoD member appointing him, returns to Pakistan.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Pakistan on the CBM Site by nature is generic, we strongly recommend seeking legal advice with a law firm before actually changing any board members in Pakistan. Simply contact us on “contact@changeboardmember.com” if you want us to refer you to one of our partner law firms.

Appointment
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the Company Secretary.

No specific deadline applies (however, in listed companies, the notice shall be sent at least 7 calendar days prior to the BoD Meeting).

Yes, original notices are sent via post to those entitled to attend the BoD Meeting (it could also be published in a local newspaper).

No.

Yes, if the matter will be decided by an unanimous BoD Resolution.

2

BoD Meeting.

(i) Minutes of the BoD Meeting;

(ii) Convening notice to all Shareholders, including draft resolution and statement of material facts.

Yes, Minutes to be signed by the Chairman of the BoD and convening notice to be signed by the Company Secretary.

BoD Meeting to be held at least 35 calendar days before the GM (cf. Step 6).

Convening notice to be sent at least 21 calendar days before the GM (cf. Step 6).

Yes, original convening notice to be sent to all Shareholders.

No.

No, however, no physical meeting is needed if the matter is decided by an unanimous BoD Resolution.

3

Nomination of BoD member.

No specific requirements.

Yes, to be signed by the nominating person.

At least 14 calendar days prior to the GM (cf. Step 6).

Yes, original notice to be kept with the Company.

No.

No.

4

Consent for appointment.

Yes, consent to be included in Form 28 (cf. Step 7).

Yes, to be signed by the BoD member accepting nomination.

No later than 15 days calendar from the date of nomination (cf. Step 3).

Yes, original notice to be kept with the Company.

No.

No.

5

Notice of intention to contest the election.

No specific requirements, however, the contents must be in writing.

Yes, to be signed by the contesting person.

To be received by the Company at least 14 calendar days before the GM and to be sent by the Company to all Shareholders at least 7 calendar days before the GM (cf. Step 6).

Yes, original notice to be kept with the Company.

No.

No.

If the Company is listed, notices received by the Company needs to be published at least in one issue of a daily newspaper in English language and a daily newspaper in Urdu language having circulation, not later than 7 calendar days before the GM.

6

GM.

(i) Minutes of GM;

(ii) Ordinary Resolution by the Shareholders.

Yes, to be signed by the Chairman of the GM.

At the date stipulated in the convening notice (cf. Step 2).

Yes, originals to be kept with the Company.

No.

No, and a physical meeting is always needed.

7

Filing with SECP.

(i) Form 29;

(ii) Form 28.

Yes, Form 29 to be signed by the CEO (or the Secretary and one other person).

Form 28 to be signed by the new BoD member and an authorized officer of the Company.

Within 15 calendar days from the GM.

Yes.

No.

No.

1
Step 1
No specific requirements
2
Step 2
>35 days (incl. >21 days)
3
Step 3
>14 days*
4
Step 4
0-15 days*
5
Step 5
>14 days (incl. >7 days)*
6
Step 6
0 days
7
Step 7
0-15 days

35-65 days**

*However, this can be contained in the >35 days requirement in Step 2.

**The need for a physical meeting may take additional time.

Dismissal
Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?
Waiver of
Step?
Miscellaneous
1

Convening of BoD Meeting.

Convening notice.

Yes, to be signed by the Company Secretary.

No specific deadline applies (however, in listed companies, the notice shall be sent at least 7 calendar days prior to the BoD Meeting).

Yes, original notices are sent via post to those entitled to attend the BoD Meeting (it could also be published in a local newspaper).

No.

Yes, if the matter will be decided by a unanimous BoD Resolution.

2

BoD Meeting.

(i) Minutes of the BoD Meeting;

(ii) Convening notice to all Shareholders, including draft resolution and statement of material facts.

Yes, Minutes to be signed by the Chairman of the BoD and convening notice to be signed by the Company Secretary.

Convening notice to be sent at least 21 calendar days before the GM (cf. Step 3).

Yes, original notices to be sent to all Shareholders.

No.

No, however, no physical meeting is needed if the matter is decided by an unanimous BoD Resolution.

3

GM.

(i) Minutes of GM;

(ii) Ordinary Resolution by the Shareholders.

Yes, to be signed by the Chairman of the GM.

At the date stipulated in the convening notice.

Yes, originals to be kept with the Company.

No.

No, and a physical meeting is always needed.

4

Filing with SECP.

Form 29.

Yes, Form 29 to be signed by the CEO (or the Secretary and one other person).

Within 15 calendar days from the GM.

Yes.

No.

No.

1
Step 1
No specific requirements
2
Step 2
>21 days
3
Step 3
0 days
4
Step 4
0-15 days

21-36 days*

*The need for a physical meeting may take additional time.