In terms of the Companies Act 2017 “company secretary” means any individual appointed to perform secretarial and other duties customarily performed by a company secretary and declared as such, having such qualifications and experience, as may be specified.
As per Regulation 12 of the Code of Corporate Governance Regulations 2019 (CCG Regulations 2019) the company secretary shall be secretary to the Board.
Qualification
In terms of the CCG Regulations 2019 No person shall be appointed as the company secretary unless he holds the qualification as specified under the relevant Regulations by the Securities and Exchange Commission of Pakistan: Provided, the same person shall not simultaneously hold office of chief financial officer and the company secretary of a listed company.
Requirement
Under Section 194 of Companies Act 2017 a public company must have a company secretary; possessing such qualification as may be specified.
Public company means a company which is not a private company;
Public interest company means a company which falls under the criteria as laid down in the Third Schedule to this Act or deemed to be such company under section 216;
Public sector company means a company, whether public or private, which is directly or indirectly controlled, beneficially owned or not less than fifty-one percent of the voting securities or voting power of which are held by the Government or any agency of the Government or a statutory body, or in respect of which the Government or any agency of the Government or a statutory body, has otherwise power to elect, nominate or appoint majority of its directors and includes a public sector association not for profit, licenced under section 42:
Provided that nomination of directors by the Commission on the board of the securities exchange or any other entity or operation of any other law shall not make it a public sector company
Regulation 24 of CCG Regulations 2019: No person shall be appointed as the company secretary unless he holds the qualification as specified under the relevant Regulations by the Commission: Provided, the same person shall not simultaneously hold office of chief financial officer and the company secretary of a listed company.
Meeting Attendence
Regulation 19 of the CCG Regulation 2019: The chief financial officer and company secretary or in their absence, the nominee appointed by the Board, shall attend all meetings of the Board:
Provided that the chief financial officer and company secretary shall not attend such part of the Board meeting wherein agenda item relates to consideration of their performance or terms and conditions of their service or when, in the opinion of the Board, their presence in the meeting on any agenda item is likely or may tend to impair the organizational discipline and harmony of the company.
Appointment
Regulation 20 of CCG Regulations 2019: The Board shall appoint, determine remuneration, renew contracts and terms and conditions of employment of chief financial officer, company secretary and head of internal audit of the company.
Removal
Regulation 21 of CCG Regulations 2019: The removal of the chief financial officer, company secretary and head of internal audit of a company shall be made with the approval of the Board: