• 1.1 Organizational Structure
• 1.2 Securities and Exchange Policy Board
• 1.3 Policy Board Meetings
• 1.4 Divisions and the Management Team
• 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 Ad, 1SS7'theAct! and became operational on January 1, 1SEQ The Act institutionalized certain policy decisions of the Government—particular^ those relating to constitution Of the Commission and its powers and functions — in conned ion with the Capital Market Development Program 'CMDP' 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,

As of June 30, 2002, the Commission consisted of five Commissioners, including the

Chairman, as noted below:

The present Chairman, Mr Khalid A Mirza, was appointed as the. Chairman of the Commission in March 2000 Prior to his prose nt appointment, Mr Mirza was so iv ing as a senior official of the International Finance Corporation ' IFC1 and was posted as Chief of IFC's Regional Mission in Bangkok, Thailand Mr Mirza has worked in several countries and possesses extensive experience in capital market development in the emerging markets,

Mr Abdul Rehman Qureshi is the Commissioner with oversight responsibility

for Enforcement and Monitoring D vis ion, Specialized Companies Division and Support: Services Division He has extensive prior experience in the icgulation and administration of corporate laws, essentially with the erstwhile CLA,

Mr Zafar-uH-laq Hijazi, an experienced practicing chartered accountant, is the Commissioner responsible for overseeing the Company Law Administration Division He brings with him rich experience of the private sector Prior to his picsent assignment, Mr Hijazi seived as the Commissioner of the Enforcement and Monitoring Division and made a significant contribution towards improving the quality of disdosulu by listed companies,

Mr, N, K, Shahani.also an experienced practicing chartered accountant, was

Commissioner from July 2000 till his retirement in July 2002 He was involved in implementing the Commission's capital market reform program in addition to he oversight responsibilities for the Insurance Division and the information Technology Wing,

Mr Shah id Ghaffar, wt-o was Managing Director of the Karachi Stock Exchange (KSE) prior to Joining the Commission, is the Commissioner overseeing the Securities Market Division At present, he holds a dual portfolio as both the Commissioner and the Executive Director of the Secunt as Market Division,

While ensuring full autonomy of the Commission, the Act provides for establishment Of a Securities and Exchange Policy Board (Policy Board) The Policy Board is entrusted with the responsibility to provide guidance to the Commission in all matters relating to ts functions and to formulate policies in consultation wth the Commission, In addition, it is 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 ex-officio members and four from the private sector The e'x-ofUdo members are (!) Secretary, Finance Division;

(ii) Secretary, Law, Justice and Human Rights Division, (in) Secretary, Commerce Division; (iv) Chairman of the Corn miss ion, and (v) a Deputy Governor of the State Bank of Pakistan (SBP), As of June 30, 2002, the Policy Board consisted of:

(i) Mr. Khalid A Mirza, Chairman;

(ii) Secretary, Finance Division,

(iii) Secretary, Law, Justice and Human Rights Division;

(iv) Secretary, Commerce Division;

(V) Deputy Governor of the SBP, and (vi) Mian Mohammad Afiwar, Chairman, Crescent Textile Mills Limited.

1.3 Policy Board Meetings

During the year under review, four 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, inter alia, the following:

(I) approval of budget for the financial year 2002-2003, (ii) review of performance of different Divisions of the Commission during the year;

(iii) consideration of amendments in the Companies Ordinance, 1984;

(iv) approval of amendments in the Service Manual of the Commission, and (v) fixing the remuneration of the Commissioner, Mr Shah id Ghaffar and the Ex-Commissioner, Mr. Tariq Iqbal Khan,

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, particular to oversee the working of various operational lints, as may be determined by him,

Senior officials in the Chairman's Secretariat are the Secretary to the Commission and Executive Director, Chairman's Secretariat, Mr, M.Hayat Jasra serves as Secretary

to the Commission He has been associated with the Commission and the former CLAfor over 25years Mr Haroon Shanf isthe Executive Director, Chairman's Secretariat, He 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 b^ an Executive Director The Divisions are further subdivided into Wings for administrative purposes A synopsis of each Division follows.

• Stock Exchange Regulation

• Market Monitoring and Surveillance

• Investor Complaints

• Beneficial Ownership

• Captal Issues

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 fund ions include licensing, monitoring, regulatory compliance and enforcement of all applicable laws. Ms Sad la Khan, Executive Director, who heads this Division, has had investment banking experience in the United States of America (USA) and was serving as a Senior official of the ADB in Manila, 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, who heads the EMD, is a chartered accountant with more than 15 years of executive

experience in leading business groups. The EMD comprises the following Wings:

• Accounts

• Investigation

• Compliance and Prosecution

The Company Law Ad ministration Division (CLAD) is Charged with the responsibility Of administering and enforcing the Companies Ordinance, 1984 a swell as related laws, rules and regulations It is also responsible for supervision of the Commission's field offices in various cities, i,e, the Company Registration Offices (CROs), Mr, M.

Hayat Jasra, Executive Director, who has vast experience in company law administration, headsthe CLAD The Division consists of the following Wings,

• Coordination and Liaison

• Regulation and Compliance

• Enforcement, Investigation and Prosecution

• Licensing, Approvals and Appeals

The Insurance Division (ID) is responsible for regulating the insurance sector. It

ADM misters the Insurance Ordinance, 2000 that covers licensing and supervision of insurance companies and other entties regulated under this law. Mr ShafaatAhmad, Executive Director, who heads the ID, had previously 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

• Human Resource

• Administration

• Finance and Accounts