2025-03-21

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Circular 7 of 2025 – Holding of Election of Directors

Companies are permitted to hold the election of directors in the annual general meeting if the election is due within fifteen days after the date of that meeting. This provision suppresses Circular No. 03/2006 and allows companies to avoid holding a separate extraordinary general meeting for director elections. The effective date for the appointment of directors remains the actual date on which the previous board's term expires.

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Securities and Exchange Commission of Pakistan

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Securities and Exchange Commission of Pakistan

Securities Market Division

No. SMD/PRDD/2(321)/2022 Islamabad, the 13 March, 2025

Circular No. 07 of 2025

HOLDING OF ELECTION OF DIRECTORS

The Companies under the provisions of Sections 158 and 161 of the Companies Act, 2017 (the “Act”) are required to take necessary steps to hold election of directors on expiry of the three years term of office of the directors in the annual general meeting (AGM) or extraordinary general meeting (EOGM) as the case may be.

  1. Companies, after holding the AGM, hold EOGM for the election of directors which may be only after few days from the date of the AGM, resulting in administrative and practical difficulties for the companies.

  2. The Securities and Exchange Commission of Pakistan, to provide ease of doing business, in exercise of powers conferred under Section 510 read with Section 458A of the Act and in suppression of Circular No. 03/2006, dated February 10, 2006, allows the companies to hold the election of directors in the AGM in case the election of directors is due to be held within fifteen days after the date of holding the AGM.

  3. However, the effective date for the appointment of directors shall be the actual date on which the directors are to be appointed upon completion of term of the previous board.

Mateen Ullah Khan
Director (PRDD-SMD)


Distribution:

  • Chief Executive of all listed companies.
  • Chief Executive of Pakistan Stock Exchange.
  • The President, Institute of Chartered Accountants of Pakistan.
  • The President, Institute of Cost and Management Accountants of Pakistan.
  • Placement on Commission’s website.

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