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For business information, annual reports, laws, ordinances, regulations and articles. |
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1.1
Organizational Structure
The Securities and Exchange
Commission of Pakistan (the Commission) was established in pursuance of the Securities and
Exchange Commission of Pakistan Act, 1997 (the Act) and became operational from January 1,
1999. The Act institutionalized certain policy decisions of the Government - particularly
those relating to constitution/structure of the Commission and its powers and functions -
in connection with the Capital Market Development Program of the Asian Development Bank
(ADB). The Commission has succeeded the Corporate Law Authority (CLA), which was a
Government department attached to the Ministry of Finance.
The present Chairman, Mr. Khalid A. Mirza, was appointed as the Chairman of the Commission
in March 2000. Prior to his present appointment, Mr. Mirza served as a senior official of
the International Finance Corporation (IFC) and was posted as Chief of IFC's Regional
Mission in Bangkok, Thailand. Mr. Mirza has worked in several countries and possesses
extensive experience of capital markets development in the emerging markets.
As of June 30, 2001, the Commission consisted of five Commissioners, including the
Chairman, as noted below:
Mr. Khalid A. Mirza
Chairman
Mr. Abdul Rehman Qureshi
Commissioner, Enforcement and Monitoring
Mr. Tariq Iqbal Khan
Commissioner, Specialized Companies
Mr. Zafar-ul-Haq Hijazi
Commissioner, Company Law Administration
Mr. N.K. Shahani
Commissioner, Securities Market and Insurance
1.2 Securities and Exchange Policy Board
While ensuring full autonomy of the Commission, the Act provides for establishment of a
Securities and Exchange Policy Board (Policy Board). The main objective of the Policy
Board is to provide guidance to the Commission in all matters relating to its functions
and to formulate policies in consultation with the Commission. The Policy Board is also
responsible for advising the Government on matters falling within the purview of the Act
and other corporate laws and to express its opinion on policy matters referred to it by
the Government or the Commission.
The Act provides that the Policy Board should consist of a maximum of nine members
appointed by the Federal Government, including five o members and four from the private
sector. The o members are: (i) Secretary, Finance Division; (ii) Secretary, Law and
Justice Division; (iii) Secretary, Commerce Division; (iv) Chairman of the Commission; and
(v) a Deputy Governor of the State Bank of Pakistan (SBP). As of June 30, 2001, the Policy
Board consisted of:
i) Mr. Khalid A. Mirza, Chairman
ii) Secretary, Finance Division
iii) Secretary, Law and Justice Division
iv) Secretary, Commerce Division
v) Deputy Governor of the SBP
vi) Mian Mohammad Anwar, Chairman, Crescent Textile Mills
1.3 Policy Board Meetings
During the period under review, six meetings of the Policy Board were held. In these
meetings, the Board was briefed about the latest developments in the stock market and
measures adopted by the Commission for safeguarding the interests of investors. The Board
members appreciated the Commission's efforts and encouraged it to proceed further with
reforms designed to improve the working of the market. The main issues discussed and
concluded in these meetings were, o, the following:
i) Finalization of the accounts of the Commission for the financial year 1999-2000.
ii) Approval of the budget for the financial year 2000-2001.
iii) Approval of the Companies' Share Capital (Variation in Rights and Privileges) Rules,
2000.
iv) Amendments in the Companies (Buy-back of Shares) Rules, 1999.
v) Approval of the Leasing Companies (Establishment and Regulation) Rules, 2000.
vi) Approval of amendments in the Service Manual of the Commission.
vii) Approval of capital expenditure by the Commission not provided in the budget for the
year 2000-2001.
viii) Approval of the budget for the financial year 2001-2002.
1.4 Divisions and the Management Team
The Commission is a collegiate body with collective responsibility. Operational and
executive authority of the Commission is vested in the Chairman who is the Commission's
Chief Executive Officer (CEO). He is assisted by the Commissioners, particularly to
oversee the working of various operational units as may be determined by him.
Senior officials in the Chairman's Secretariat are the Secretary to the Commission and
Principal Staff Officer to the Chairman. Mr. Hayat Jasra, at present serving as Secretary
to the Commission, has been associated with the Commission and the former CLA for over 25
years. Mr. Haroon Sharif, who joined last year as Principal Staff Officer to the Chairman,
brings with him over 12 years of experience in the financial services market.
Apart from the Chairman's Secretariat, the Commission operationally comprises six
Divisions, each of which is headed by an Executive Director and divided into Wings for
administrative purposes. A synopsis of each Division is as follows:
1.4.1 Securities Market Division
The Securities Market Division (SMD) is responsible for the regulation of all aspects of
the securities market. Till his recent elevation as Commissioner, the Executive Director
heading the SMD was Mr. Shahid Ghaffar, who has over 20 years of capital market
experience. The Division is divided into the following Wings:
Stock Exchange Regulation
Market Monitoring and Surveillance
Investor Complaints
Beneficial Ownership
Capital Issues
1.4.2 Specialized Companies Division
The Specialized Companies Division (SCD) is responsible for regulation of leasing
companies, modarabas and modaraba management companies, mutual funds and other specialized
companies (except insurance companies). Its functions include licensing, monitoring,
regulatory compliance and enforcement of all applicable laws. Ms. Sadia Khan, Executive
Director, who heads this Division, has several years of investment banking experience in
the United States and was serving as an official of the ADB in the Philippines prior to
her current assignment. She is also working as Special Assistant to the Chairman. The SCD
is divided into the following Wings:
Leasing
Modaraba Companies and Modarabas
Mutual Funds and Other Specialized Companies
1.4.3 Enforcement and Monitoring Division
The Enforcement and Monitoring Division (EMD) is responsible for review of published
accounts of listed companies, investigation, compliance with relevant laws and regulations
by listed companies and prosecution (except in relation to specialized companies and
insurance companies). Mr. Rashid Sadiq, Executive Director, heads the EMD. He is a
Chartered Accountant and has several years of executive experience with leading business
groups. The EMD comprises the following Wings:
Accounts
Investigation
Compliance and Prosecution
1.4.4 Company Law Administration Division
The Company Law Administration Division (CLAD) is charged with the responsibility of
administering and enforcing the Companies Ordinance, 1984 as well as certain other laws,
rules and regulations. The CLAD is also responsible for supervision of the Commission's
field offices in various cities i.e. the Company Registration Offices (CROs). Till his
recent transfer to another responsible position, Executive Director of the CLAD was Mr.
Javed Zafar, a Chartered Accountant with considerable corporate executive and consultancy
experience. The Division consists of the following Wings:
Coordination and Liaison
Regulation and Compliance
Enforcement, Investigation and Prosecution
Licensing, Approvals and Appeals
1.4.5 Insurance Division
The Insurance Division (ID) is responsible for regulating the insurance sector. It
administers the law of insurance that covers licensing and supervision of insurers and
other entities regulated under this law. Mr. Shafaat Ahmad, Executive Director, heads the
ID. He has been a senior Government official, having held the post of Controller of
Insurance for five years. The ID is divided into the following Wings:
Actuarial Services
Life Insurance Prudential Supervision
Non-life Insurance Prudential Supervision
Market Conduct Supervision
Enforcement and Prosecution
1.4.6 Support Services Division
The Support Services Division (SSD) is responsible for providing efficient support
services to the entire Commission. These services include financial management and
maintenance of accounts; development and administration of human resources; and
maintenance of communication and management information systems through automation and
introduction of new technology. Mr. Javed Panni, Executive Director, who heads this
Division, has been associated with the Commission and the previous CLA in different
capacities for 25 years. The SSD comprises the following Wings:
Human Resources
Administration
Finance and Accounts
Information Technology
Recently, the Information Technology Wing was taken out of the SSD and made a separate
Division.
