The Karachi Stock Exchange (KSE) will hold an extraordinary general meeting on December 30, seeking approval from members of the exchange to appoint chairman of the board from among non-member directors.
The KSE on Friday issued a notice to all its members that an Extraordinary General Meeting of Karachi Stock Exchange (Guarantee) Limited would be held on Friday, December 30, 2005, at the Exchange at 4.45 pm.
The meeting would be held "to consider, and if thought fit, to adopt the following Special Resolution for amendments/additions in the Articles of Association of the Exchange as recommended by the Board of Directors of the Exchange in accordance with the directive of the Securities & Exchange Commission of Pakistan contained in their letter NO. 2(4)SE/97 dated December 16, 2005 in relation to carrying out various objectives as specified in the statement annexed hereto under Section 160(1)(b) of the Companies Ordinance 1984.
" 'Resolved that Article 22(b) be amended and substituted by the following: The Chairman of the Board of the Exchange shall be elected by the Board from amongst the non-member directors. The Managing Director shall not participate in the election of the Chairman.'
"The adoption of the resolution is necessary in order to implement the SECP's directive under Section 34(4) of the Securities & Exchange Ordinance, 1969 for promoting good governance, investors' protection, strengthening risk management, enhancing transparency and to avoid conflict of interest in the office of the Chairman of the Board of Directors of the Exchange.
"The said directive was considered by the Board in its meeting on December 21, 2005 and it was observed that, with the exception of the amendments necessary for the purpose of the chairman of the board to be elected by the board from amongst the non-member directors under Article 22(b), all other amendments/additions desired under the said directive are already provided under Articles 22, 43(b) and 54(a) of the Articles of the Exchange presently in force. "The proposed amendments/additions are aimed at carrying out necessary amendments under Article 22(b) to provide that the Chairman of the Board of the Exchange shall be elected by the Board 'from amongst non-member Directors' as against 'from amongst elected Directors'."
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