Chairman

The chairman (or chairperson) is the person who presides over a company's board meetings and general meetings. The role is one of governance rather than day-to-day management: the chairman provides leadership to the board, sets and regulates the agenda, keeps proceedings orderly, confirms that a valid quorum is present, and, where the articles of association so provide, exercises a casting (second) vote to break a tie. A managing director or CEO may also serve as chairman, subject to the limits below.

Legal basis

• Companies Act, 2013 — under Section 104, members present at a general meeting may elect a chairman, unless the articles already provide who presides.
• Section 118 — minutes of board and general meetings must be recorded and signed by the chairman, giving them evidentiary value.
• The chairman's appointment and any casting vote flow from the articles (Table F of Schedule I is the model), not from a standalone statutory right.

Chairman vs MD/CEO

Under the proviso to Section 203(1), the same individual cannot simultaneously hold the offices of chairperson and managing director or CEO unless the articles permit it, or the company does not carry on multiple businesses. SEBI's LODR Regulations once required the top 500 listed entities to separate these roles under a non-executive chairperson, but that mandate (erstwhile Regulation 17(1B)) was omitted in March 2022, so the separation is now voluntary rather than mandatory.

Key duties

• Conducts board and shareholder meetings fairly and within the law.
• Ensures quorum and proper notice before business is transacted.
• Signs minutes and, where empowered, casts the deciding vote on a tie.