Chief Executive Officer

The Chief Executive (“CEO”) is part of the Board of Directors (“BoD”) of the Company. The CEO shall, if he is not already a BoD member, be deemed to be a BoD member and be entitled to all the rights and privileges, and subject to all the liabilities of that office.

Division of Duties: The CEO is generally responsible for the Company’s management and operations, including implementation of the Company’s policies. The CEO performs its obligations under the control and directions of the BoD. The CEO of a Public Company (other than a listed Company) shall not directly or indirectly engage in any business which is of the same nature as - and directly competes with - the business carried out by the Company (or by a subsidiary of such Company). [...]

Composition: Every company incorporated in Pakistan shall have one CEO. Only natural persons may be appointed CEO.

Appointment/Dismissal Competence: The first CEO is appointed by the subscribers to the Memorandum of Association (“MoA”). Subsequently, within 14 days from the date of election of BoD members or the office of the CEO falls vacant, the BoD Members shall appoint any person, including an elected BoD member, to be CEO for a period not exceeding 3 years. The CEO may be dismissed by the BoD (majority ¾ of the total BoD members). Also, the Company may by special resolution by the General Meeting (“GM”) remove the CEO before the expiration of his term of office, notwithstanding anything contained in the Articles of Association (“AoA”) or in any agreement between the Company and the CEO. 

Alternates: N/A.

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

Nomination of CEO.

No specific requirements.

Yes, to be signed by the nominating person.

No specific deadline applies.

Yes, original to be kept with the Company.

No.

No.
2

Consent for appointment.

Yes, consent to be included in Form 28 (cf. Step 5).

Yes, to be signed by the CEO accepting nomination.

Within 15 calendar days from the date of nomination.

Yes, original to be kept with the Company.

No.

No.
3

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).

No.

No.

Yes, if the matter will be decided by an unanimous BoD Resolution.
4

BoD Meeting.

Minutes of BoD Meeting.

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

At the date stipulated in the convening notice (unless waived, cf. Step 3).

Yes, original to be kept with the Company.

No.

No, however, no physical meeting is needed if the matter is decided by an unanimous BoD Resolution.
5

Filing with SECP.

(i) Form 29;

(ii) Form 28.

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

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

Form 29 within 15 calendar days from the BoD Meeting.

Form 28 within 15 calendar days from the date of nomination or appointment.

Yes.

No.

No.
1
Step 1
No specific requirements
2
Step 2
0-15 days
3
Step 3
No specific requirements
4
Step 4
0 days
5
Step 5
0-15 days

0-30 days
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Dismissal (by the Board of Directors)
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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).

No.

No.

Yes, if the matter will be decided by an unanimous BoD Resolution.
2

BoD Meeting.

Minutes of BoD Meeting.

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

At the date stipulated in the convening notice (unless waived, cf. Step 1).

Yes, original to be kept with the Company.

No.

No, however, no physical meeting is needed if the matter is decided by an unanimous BoD Resolution.
3

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 BoD Meeting.

Yes.

No.

No.
1
Step 1
No specific requirements
2
Step 2
0 days
3
Step 3
0-15 days

0-15 days
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Dismissal (by the General Meeting)
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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 notices to all Shareholders, including draft resolution and statement of business.

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

Convening notices to be sent at least 21 calendar days before the GM.

Yes, original convening notices to be sent to all Shareholders and Minutes to be maintained in the records of the Company.

No.

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

Alternatively, an extraordinary GM may be requisted by Shareholders representing not less than 10% of the voting power in the Company.
3

GM.

(i) Minutes of the GM.

(ii) Special Resolution.

Yes, Minutes to be signed by the Chairman of the GM. Extract of the Special Resolution to be signed by the Company Secretary or the CEO.

At the date stipulated in the convening notice (unless waived).

Yes, original Minutes to be kept with the Company. Extract to be certified by the Company Secretary or the CEO as a true copy of the Special Resolution.

No.

No, however, no physical meeting is required in the case of a written Special Resolution passed by circulation.

The Special Resolution must be passed with a ¾ majority of the Shareholders.
4

Filing with the SECP.

(i) Form 26;

(ii) Extract of the Special Resolution.

Yes, Form 26 to be signed by the CEO (or the Company Secretary and one other person).

Within 15 calendar days of passing the Special Resolution.

Yes.

Yes. 

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
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