Chairman of Board Meetings

Regulation 76 (1) of Table A provides that the Board may elect. a chairman of its meetings and determine the period for which he is to hold office. Normally, the Directors elect one of them to be the Chairman of the Board who continues to be such until he ceases to be a Director or some other Director is appointed as the Chairman.

Thus, essentially a Chairman is a Director who is authorised to preside over the Board and general meetings. In some companies, it is the practice to appoint an Executive Director, viz., the Managing Director or whole-time Director, as Chairman of the Board and there are other companies who elect a Non-Executive Director as Chairman of the Board.

Regulation 76 (2) provides that if no Chairman is elected or if at any meeting, the Chairman is not present within five minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be the chairman of the meeting.

From the aforesaid provisions, it is thus clear that only a Director can be the Chairman of ttle Board meetings. However, since a Director need not be a shareholder also, unless Articles prescribe for share qualification for Directorship, a nonshareholder Director may be elected as the Chairman.