Securities and Exchange Commission of Pakistan (SECP) has authorized Overseas Pakistani Foundation (OPF) to create and maintain databank of independent directors and post such data on its website for appointment of directors. In this regard, the SECP has issued SRO.1570 (I)/2018 dated December 26, 2018.
Under the notification, the foundation can maintain databank of independent directors and post such data on its website for use by the company making the appointment of such directors. According to the section 166 of the Companies Act 2017, the SECP has prescribed manner of selection of independent directors and maintenance of databank of independent directors
An independent director to be appointed under any law, rules, regulations or code, shall be selected from a data bank containing names, addresses and qualifications of persons who are eligible and willing to act as independent directors, maintained by any institute, body or association, as may be notified by the Commission, having expertise in creation and maintenance of such data bank and post on their website for the use by the company making the appointment of such directors: Provided that responsibility of exercising due diligence before selecting a person from the data bank referred to above, as an independent director shall lie with the company or the Government, as the case may be, making such appointment, Companies Act said.
An independent director means a director who is not connected or does not have any other relationship, whether pecuniary or otherwise, with the company, its associated companies, subsidiaries, holding company or directors; and he can be reasonably perceived as being able to exercise independent business judgment without being subservient to any form of conflict of interest, Companies Act added.
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