Attendance of Directors in the Board Meetings through

SECURITIES & EXCHANGE COMMISSION OF PAKISTAN
Company Law Division
Enforcement Department
No. EMD/D(A/C)/17/03 Islamabad, October 17, 2005
CIRCULAR NO. 18 /2005
Sub: Attendance of Directors in the Board Meetings through Tele/Video Conferencing
In pursuance of the Commission’s decision, listed companies were permitted to hold their Board of
Directors meeting through video conferencing when the directors of a company are not available in
Pakistan. Circular No. 30 of 2003, dated 31.12.2003, was issued by the Commission in this regard.
In partial modification of the above mentioned circular, the revised circular should now be read as
follows:-
“A few listed companies particularly the multinationals have approached this Commission to allow
holding of the Board of Directors’ meetings through tele/video conferencing as and when some
members of their Board are not available in the country. This Commission, in view of this practical
problem, feels that holding of Board meetings through tele/video conferencing would facilitate the
companies whose directors sometimes find it diffic ult to travel to Pakistan for participating in the
meetings due to their busy schedules. This would also ease pressure on the directors of companies
who have to attend quarterly Board’s meetings and audit committee’s meetings as per the
requirements of the Companies Ordinance, 1984 and the Code of Corporate Governance. Besides, the
use of modern technologies would also be cost effective and would ensure participation of almost all
the directors in such meetings. This would also help in achieving the objectives of good Corporate
Governance. It has, therefore, been decided to allow the listed companies to hold their Board’s
meetings through tele/video conferencing where it is not possible for the directors to be physical
present at the venue of the meeting. Moreover, such meeting shall be valid if the minutes of such
meeting has been approved and signed subsequently by all directors of the Board who participated in
such meeting. The listed companies are, however, advised to avail this facility only in emergent
situations and the requirements of the requisite quorum and other legal formalities relating to holding
of such meetings must be observed strictly. It would also be the responsibility of the company’s
7 th Floor, NIC Building, Jinnah Avenue, Blue Area, Islamabad
PABX: 9207091-4, Fax No. 9218592 & 9204915, Email: webmaster@secp.gov.pk Website: www.secp.gov.pk

secretary to secure the tele/video recording of the proceedings of the meetings and keep it in his
custody along with the other relevant record”.
This Circular supersedes Circular No. 30 dated December 31, 2003.
Distribution:
1. Chief Executives of all listed companies
2. Chief Executives of Stock Exchanges, Karachi/ Lahore/ Islamabad
3. The President, Institute of Chartered Accountants of Pakistan
4. The President, Institute of Cost and Management Accountants of Pakistan
5. Press Information Department, Islamabad
6. Associated Press of Pakistan
7. All officers of the Commission
(Ali Azeem)
Director (Enforcement-III)
7 th Floor, NIC Building, Jinnah Avenue, Blue Area, Islamabad
PABX: 9207091-4, Fax No. 9218592 & 9204915, Email: webmaster@secp.gov.pk Website: www.secp.gov.pk