The Securities and Exchange Commission of Pakistan (SECP) has issued draft licencing and corporate governance regulations for non-profit associations to seek public’s feedback.

The SECP has the mandate given by its enabling law to register and licence non-profit associations as limited liability companies. With the issuance of draft regulations, an effort has been made to consolidate the licencing policy as pronounced through various circulars issued from time to time. Another objective behind the issuance of the draft regulations is to bring in improvements in the requirements and procedures, related to the licencing of non-profit associations so as to ensure more logical checks in identifying genuine applicants for formation of corporate NGOs.

The proposed regulations shall apply only to companies licenced under Section 42, hence companies licenced under Trade Organization Ordinance, are outside the scope of the regulations. The regulations specify prescribed form and documents for making application for seeking licence under Section 42 whereas promoters/ directors are required to have sufficient skills, knowledge and experience and majority of whom shall have independent background. Various conditions have been proposed for ensuring objectivity and transparent functioning of the NGOs after the grant of licence.

The regulations also propose provisions for better corporate governance of the licenced NGOs. According to the regulations, the board shall have a balance of executive and non-executive directors, including independent directors and those representing donors with the requisite skills, competence and knowledge. The executive directors and those representing donors shall not be more than one-third of the elected directors including the chief executive. The regulations also provide a liberal regime for small NGOs without compromising the essential requirements suggested for making their operations more transparent.

The proposed regulations are expected to bring in more transparency in utilisation of donations and funds by the associations causing increased confidence of national and international donors. The regulations require licenced NGOs to appoint chief financial officer, company secretary and chief internal auditor, and define their respective roles. The regulations also require NGOs to implement proper corporate financial reporting framework and to certify about secretarial compliance of all the requirements of the 1984 Companies Ordinance and the regulations.

The proposed regulations have been published in official gazette vide SRO 301 301(I)/2013 to solicit stakeholders’ comments before finalisation. The draft regulations have been also placed on the SECP website for systematic gathering of public comments and suggestions.