A Shareholder Resolution Appointing Directors is a crucial corporate governance document required under Pakistani law whenever new directors need to be appointed to a company's board. This document is essential for maintaining proper corporate records and ensuring compliance with the Companies Act 2017 and SECP regulations. It is typically used during annual general meetings, extraordinary general meetings, or through circular resolutions when there is a need to appoint new directors, replace existing ones, or expand the board. The resolution must include specific information about the appointees, their consent, and various regulatory declarations. It serves as official evidence of the shareholders' decision and forms part of the company's statutory records. The document must be filed with the SECP within specified timeframes and becomes part of the public record for the company.
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1. Company Information Header: Full legal name of the company, registration number, and registered office address
2. Meeting Details: Type of meeting (e.g., EGM, AGM, or circular resolution), date, time, and place of meeting if applicable
3. Attendance Record: List of shareholders present or participating, including names and shareholding percentages, establishing quorum
4. Preamble: Brief introduction stating the purpose of the resolution and any relevant background
5. Resolution Text: The formal resolution text for appointment of director(s), including their full names, nationality, and residential addresses
6. Director Information: Details of each appointed director including DIN (Director Identification Number), qualification, and confirmation of eligibility
7. Effective Date: Clear statement of when the appointments take effect
8. Authentication: Signature section for the Chairman/Company Secretary and date of signing
1. Independent Director Declaration: Required for listed companies when appointing independent directors, confirming their independence criteria as per regulations
2. Foreign Director Compliance: Required when appointing foreign directors, including their security clearance and compliance with State Bank regulations
3. Retiring Director Acknowledgment: When the appointment is replacing existing directors, acknowledgment of the retiring directors
4. Committee Appointments: If the newly appointed directors are also being appointed to board committees
5. Remuneration Details: If the resolution includes approval of director remuneration
6. Special Conditions: Any special terms or conditions attached to the appointment
1. Director Consent Forms: Form 28 or equivalent consent to act as director signed by each appointed director
2. Director Declarations: Declarations of compliance with fit and proper criteria and other regulatory requirements
3. Director Identification Documents: Copies of CNICs/Passports and other identification documents of appointed directors
4. Professional History: CVs or detailed professional backgrounds of the appointed directors
5. Shareholding Pattern: Current shareholding pattern of the company showing the voting rights distribution
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Relevant legal definitions
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Relevant Industries
Financial Services
Manufacturing
Technology
Healthcare
Energy
Real Estate
Retail
Telecommunications
Agriculture
Mining
Construction
Education
Transportation
Professional Services
Media and Entertainment
Relevant Teams
Legal
Compliance
Corporate Secretarial
Corporate Governance
Board of Directors
Corporate Affairs
Regulatory Affairs
Executive Management
Administrative
Relevant Roles
Company Secretary
Corporate Lawyer
Legal Counsel
Compliance Officer
Board Secretary
Corporate Governance Officer
Director of Legal Affairs
Chief Legal Officer
Company Director
Board Member
Chairman of the Board
Chief Executive Officer
Corporate Affairs Manager
Legal Manager
Regulatory Compliance Manager
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