How powerful is the corporate law chairman of the board ?

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: In fact, the image of the chairman of the Board of directors is a powerful person, but in law, it is not so. He/she is like any other director except at board's meetings, unless he/she has executive powers. The Companies Act 1956 (CA) is almost silent on the subject of chairman. This subject has been left to the companies to be dealt with in their articles of association (AoA). The AoA usually say that the Board may elect a chairman of its meetings and determine the period for which he is to hold office.

A chairman is the presiding officer of a meeting of shareholders or the board of directors or a committee. He occupies the place of authority or control,only concerning meetings.

The chairman's role is limited to the meetings of the Board and meetings of the shareholders. The chairman's main job is to preside over the meetings, and conduct them in an orderly manner.

The chairman does not have executive powers of management unless he has been given by the board or unless appointed also as the managing or whole-time director of the company.

If he is given the powers of management without duly appointing him as a managing or whole-time director, there is a risk of the chairman being treated as a 'deemed managing or whole-time director'. Any remuneration payable to the chairman, in addition to the fees for attending board meetings has to be in conformity with the CA. The chairman is not entitled to any special remuneration in his capacity as chairman.

The most important duties of the chairman of a meeting are: first, to preserve order at the meeting; secondly, to ensure that the proceedings are properly conducted in accordance with the provisions of the Act and the company's articles; and thirdly; to ensure that the sense of the meeting is properly and accurately ascertained.

It is the duty of the chairman to ascertain the sense of the meeting by conducting, in the first instance, voting by show of hands, and then, by poll if it is demanded or ordered by him of his own motion. He must see that every member or a proxy is given opportunity of exercising the right of voting.