Complying with the Code of Corporate Governance (CCG) Regulations — Annual Checklist

This only applies if your company is listed — the Code of Corporate Governance Regulations, 2019 sit outside the Companies Act 2017 and layer a whole extra compliance cycle on top of it. This walks through the annual pieces in the order they typically come up.

Steps

  1. Reconstitute the board correctly whenever its term expires: no director may hold office on more than seven listed companies at once, at least two directors or one-third of the board (whichever is higher) must be independent — selected from the SECP-notified databank with Section 166 due diligence — at least one must be a female director, and executive directors including the CEO must not exceed one-third of the board.
  2. Run the election using category-wise voting if you have not already built this into your election process — separate voting pools for the female, independent, and other-director categories. See the category-wise voting FAQs for the mechanics, and check every independent director's tenure against the three-consecutive-term cap before re-electing them.
  3. Form the mandatory Audit Committee: at least three members, a majority non-executive with at least one independent director, chaired by an independent director who is not the board chairman, with at least one "financially literate" member — and confirm your external auditor holds a satisfactory ICAP Quality Control Review rating and is registered with the Audit Oversight Board.
  4. Appoint a suitably qualified CFO, Company Secretary, and Head of Internal Audit — each needs a tiered combination of professional membership and managerial/audit experience — and remember the same person cannot hold both the CFO and Company Secretary roles at once.
  5. Prepare and circulate the Annexure A Statement of Compliance with the annual report, reviewed and certified by the statutory auditors, who must also flag any non-compliance in their own review report.
  6. Publish the gender pay gap statement in the annual report and on the website for the financial year, and disclose the board's sustainability-risk assessment and DE&I measures in the directors' report.
  7. Track external auditor rotation: financial-sector listed companies must change their audit firm every five years; other listed companies must, at minimum, rotate the engagement partner every five years, or change the firm if it is a sole proprietorship.
  8. Know the penalty exposure — failing to comply with Regulations 3, 6, 7, 8, 27, 32, 33, or 36 is punishable under Section 512(2) of the Act. If strict compliance genuinely is not practicable, apply to the Commission in writing for a time extension before the deadline, not after.

Sections involved

§154 Section 154 — Minimum number of directors of a company §159 Section 159 — Procedure for election of directors §166 Section 166 — Manner of selection of independent directors and maintenance of databank of independent directors §227 Section 227 — Contents of directors’ report and statement of compliance §512 Section 512 — Power to make regulations
Scroll to Top