The Board Resolution For Appointment Of Chief Financial Officer is a crucial corporate governance document used in Pakistani companies when appointing a new CFO. This resolution is required under the Companies Act 2017 and must comply with SECP regulations, particularly important for listed companies subject to the Listed Companies (Code of Corporate Governance) Regulations 2019. The document serves multiple purposes: it formally records the board's decision, establishes the CFO's authority to act on behalf of the company, sets out the terms of appointment, and meets regulatory requirements for corporate officer appointments. It's typically prepared following a selection process and requires careful drafting to ensure all legal and corporate governance requirements are met, while clearly defining the scope of the CFO's responsibilities and authority.
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1. Title and Company Details: Full legal name of the company, company registration number, and date of the resolution
2. Meeting Details: Date, time, venue of the board meeting, and confirmation of quorum
3. Attendance: List of board members present and absent, including the chairman
4. Preliminary Declarations: Statement confirming proper notice and quorum requirements were met
5. Background: Brief context about the need for appointing a CFO and the selection process
6. Main Resolution: Formal resolution text appointing the CFO, including full name and effective date
7. Terms of Appointment: Key terms including responsibilities, reporting structure, and remuneration
8. Authorization: Empowerment of specific officers to execute necessary documents and file required returns
9. Closure: Signature block for Chairman/Company Secretary and date of signing
1. Previous CFO Details: Include when the appointment is replacing an existing CFO, stating details of the outgoing officer
2. Special Powers: Any specific additional powers or authorities granted to the CFO beyond standard scope
3. Compliance Statement: For listed companies, specific statement confirming compliance with Listed Companies Regulations
4. Performance Criteria: Include if specific performance metrics or evaluation criteria are being set at appointment
5. Related Party Disclosure: Include if the appointee has any relationships with board members or significant shareholders
1. Schedule A - Terms of Employment: Detailed terms and conditions of employment including salary, benefits, and perks
2. Schedule B - Job Description: Comprehensive list of duties, responsibilities, and reporting requirements
3. Schedule C - Required Qualifications: Details of mandatory qualifications and certifications as per SECP requirements
4. Appendix 1 - Appointee's Profile: Professional background, qualifications, and experience of the appointed CFO
5. Appendix 2 - Compliance Certificates: Copies of relevant certificates showing compliance with regulatory requirements
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