Q 1. What is the Importance of a Chairman and what’s his role towards the company?

Chairman is a person who provides to safeguard the integrity of the meeting by ensuring sufficient security and Identification procedure and to ensure availability of proper video conferencing or other audiovisual equipment and communications for effective participation of the Directors and other authorised participants at the Board meeting. He has a positive Role for taking due and reasonable care of the company.

Q 2. For which purposes a Chairman can be appointed?

Chairman of Company may be appointed for below said purposes:

1. Chairman of the board of directors Section 17(1)(b) of Listing Obligations and Disclosure Requirements
2. Chairman of General Meeting

iii. Chairman of Company

1. Chairman of the Committees

Q 3. What are the requirements for the appointment of Chairman of Board of Directors?

According to Section 104 of the Companies Act, 2013, unless the articles of the company otherwise provide, the members personally present at the meeting shall elect one of themselves to be the Chairman thereof on a show of hands

If a poll is demanded on the election of the Chairman, it shall be taken forthwith in accordance with the provisions of this Act and the Chairman elected on a show of hands under sub-section (1) shall continue to be the Chairman of the meeting until some other person is elected as Chairman as a result of the poll, and such other person shall be the Chairman for the rest of the meeting. 

According to Section 17(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, where  the  chairperson  of  the  board  of  directors  is  a  non-executive  director,  at least one-third of the board of directors shall comprise of independent directors and where the listed entity does not have a regular non-executive chairperson, at least half of the board of directors shall comprise of independent directors.

Q 4. Who can be a Chairman of the General Meeting?

As per Secretarial Standard 2 on General Meetings issued by ICSI, “Chairman” means the Chairman of the Board or the Chairman appointed or elected for a Meeting.

The Chairman of the Board shall take the Chair and conduct the Meeting. If the Chairman is not present within fifteen minutes after the time appointed for holding the Meeting, or if he is unwilling to act as Chairman of the Meeting, or if no Director has been so designated, the Directors present at the Meeting shall elect one of themselves to be the Chairman of the Meeting. If no Director is present within fifteen minutes after the time appointed for holding the Meeting, or if no Director is willing to take the Chair, the Members present shall elect, on a show of hands, one of themselves to be the Chairman of the Meeting, unless otherwise provided in the Articles.

Q 5. Who can be a Chairman of a Company and is it mandatory to appoint a chairman in a company?

The chairman of the company shall be chairman of the board. If the company does not have a chairman, the directors may elect one of themselves to be the chairman of the board.

As per the companies act, 2013 does not specifically requires companies to appoint a chairman.

However, Section 203 of the companies act 2013, Restricts a managing director or CEO to be a chairman of the company.

Provided that an individual shall not be appointed or reappointed as the chairperson of the company, in pursuance of the articles of the company, as well as the managing director or Chief Executive Officer of the company at the same time after the date of commencement of this Act unless:                                                          (a) the articles of such a company provide otherwise; or
(b) the company does not carry multiple businesses

Therefore, Section 203 specifically requires that the Chairman of the company shall not be the Managing Director or Chief Executive Officer of the Company. However, Chairperson and CEO may be the same person if the Article of the company allows the same and the Company does not carry multiple businesses at the same time.

Q 6. Who can be appointed as chairman of the committee?

In case of the committee meeting, a member of the committee appointed by the board or elected by the committee as chairperson of the committee, in accordance with the Act or any other law or the articles, shall conduct the meetings of the committee. If no chairman has been so elected or if the elected Chairman is unable to attend the meeting, the committee shall elect one of its members present to the chair and conduct the meeting of the committee, unless otherwise provided in the articles.

Q 7. Can the director take leave from his work for few days?

There is a condition that Leave of absence shall be granted to a director only when a request for such leave has been received by the company secretary or by the chairman.

Q 8. What is the Important Role of the chairman while convening a meeting?

Any director of a company may, at any time by taking permission from the company secretary, but in case where there is no Company secretary present, then permission will be taken by the chairman or director.

Q 9. What kind of information included in the Agenda?

Agenda is a summary of all various kind of activities such as:-

1) To grant leave of absence, if any.

2) Appointment of chairman of the meeting

3) To confirm minutes of the last Board

4) To take note of Disclosure of interest by directors

5) To consider and approve the policy.

Q 10. What are the Duties of the Chairman?

1) Chairman helps for the conducting meeting properly

2) Director always take decision towards business opportunities with the help of the chairman

Q 11. Who signed and dated a Minutes of the meeting?

No doubt that the chairman plays an important Role during the meeting, but one of the facts that minutes dated and signed by the chairman. THE CHAIRMAN May adjourn a meeting with the consent of the members and shall adjourn a meeting if so decided by the members.

Q 12. If Chairman is not present during the meeting, then what’s the provision to appoint a chairman?

As per the secretarial standard, if the chairman is not presented within 15 minutes after holding the meeting or if he is unwilling to act as chairman of the meeting, the directors present at the meeting shall elect one of themselves to be the chairman of the meeting.