Listed Companies (Code of Corporate Governance) Regulations, 2017

These regulations impose specific governance requirements on listed companies in Pakistan, including a limit of five simultaneous directorships, a board composition mandate of at least one female director and independent directors comprising one-third or two members, and a prohibition on the Chairman and CEO being the same person. The rules establish detailed obligations for board responsibilities, risk management, significant issue reporting, and related party transactions, while setting strict qualification criteria for the Chief Financial Officer, Company Secretary, and Head of Internal Audit. Additionally, the regulations mandate a phased director training program with compliance deadlines of June 30, 2019, 2020, and 2021, and require the endorsement of financial statements by the CEO and CFO prior to board approval.

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GOVERNMENT OF PAKISTAN
SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN -.-.- Islamabad, the 22nd November, 2017 NOTIFICATION SRO 1216 (I)/2017.- In exercise of the powers conferred under Section 156 read with section 512 of the Companies Act 2017 (XIX of 2017) thereof and having been previously published in the official Gazette vide Notification S.R.O. 254(I)/2017 dated 31st August, 2017, the Securities and Exchange Commission is pleased to notify the following Regulations, namely:-
CHAPTER 1
Preliminary

Short Title and Commencement.- (1) These regulations shall be called Listed
Companies (Code of Corporate Governance) Regulations, 2017.
(2) These Regulations shall apply to listed companies and to all other entities, to the extent applicable, where the statutes and underlying licensing requirements requires such entities to comply with these Regulations. The term company used hereunder shall imply listed company and all entities to whom these Regulations apply. (3) They shall come into force for the period starting after December 31, 2017.
Definitions. – Unless otherwise specified, words and expressions used but not
defined in these regulations shall have the same meaning as assigned to them in the Companies Act 2017 (“the Act”) and the Securities and Exchange Commission of Pakistan Act, 1997 (XLII of 1997).
CHAPTER II
Number of Directorship and Composition of Board
Number of Directorship.- No person shall be elected or nominated or hold office
as a director of a listed company including as an alternate director of more than five listed companies simultaneously:
Provided that while calculating this limit, the directorship in the listed subsidiaries of a listed holding company shall be excluded. Provided further that the said limit on directorship shall be effective when the board shall be reconstituted not later than expiry of its current term or one year of the effective date of these Regulations, whichever is earlier.

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Source: Securities and Exchange Commission of Pakistan — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works