Explain the following: Appointment, Duties and Powers of Chairman of the Company.

Appointment, Duties, and Powers of the Chairman of a Company The Chairman of a company holds a key leadership role in governance, ensuring the smooth functioning of board meetings and promoting effective decision-making. Their appointment, duties, and powers includes the following: 1. Appointment of the Chairman (i) Appointment by the Board: The Board of Directors may elect one of its members as the Chairman of the Board. The AoA of the company may prescribe specific procedures or qualifications for the appointment. (ii) Chairman for Meetings: As per SS-1, if no Chairman is elected, the directors present at a board meeting may elect one of themselves to act as Chairman for that meeting. As per SS-2, the Chairman of the Board shall take the Chair and conduct the General Meeting (s). 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. (iii) Role of AoA: The Articles of Association may define whether the Chairman is a permanent appointee or elected for specific meetings or terms. (iv) Dual Role: The Chairman may also serve as the Managing Director or CEO unless restricted otherwise. 2. Duties of the Chairman (i) Role in Meetings: Preside over Meetings: Ensure that board and general meetings are conducted in an orderly manner. Facilitate Effective Discussions: Guide discussions to ensure that all directors contribute to decision-making. Decisive Voting: Exercise a casting vote in case of a tie, if permitted by the AoA. Explanation of objective of resolution in General Meeting(s): As per SS-2, the Chairman shall explain the objective and implications of the Resolutions before they are put to vote at the Meeting. Ordering a Poll in General Meeting(s): As per SS-2, the Chairman shall order a poll upon receipt of a valid demand for poll either before or on the declaration of the result of the voting on any Resolution on show of hands. Appointment of Scrutinizer: As per SS-2, the Chairman shall appoint such number of scrutinizers as he deems necessary. Declaration of results in General Meetings(s): As per SS-2, the scrutiniser(s) shall submit his report within three days from the date of the Meeting to the Chairman or a person authorised by him, who shall countersign the same and declare the result of the voting forthwith with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not. Recording and Signing of Minutes Meeting(s): As per SS-1, Minutes of the Meeting of the Board shall be signed and dated by the Chairman of the Meeting or by the Chairman of the next Meeting. As per SS-2, the Chairman shall ensure that the proceedings of the General Meeting(s) are correctly recorded. Minutes of a General Meeting shall be signed and dated by the Chairman of the Meeting or in the event of death or inability of that Chairman, by any Director who was present in the Meeting and duly authorised by the Board for the purpose, within thirty days of the General Meeting. The Chairman shall initial each page of the Minutes, sign the last page and append to such signature the date on which and the place where he has signed the Minutes. (ii) Governance Responsibilities: Ensure compliance with the provisions of the Companies Act, 2013, and other applicable laws. Uphold the principles of transparency, fairness, and accountability in board processes. (iii) Agenda Setting: Collaborate with the Company Secretary to finalize the agenda for board meetings, ensuring that all material items are included as per SS-1. (iv) Promoting Compliance and Ethics: Ensure adherence to company policies, governance standards, and ethical practices. Oversee the implementation of board resolutions. (v) Stakeholder Communication: Represent the company in engagements with stakeholders, regulators, and other entities, if so authorized. (vi) Conflict Resolution: Mediate conflicts among directors and ensure a collaborative approach to decision-making. 3. Powers of the Chairman (i) Meeting Management: SS-1 grants the Chairman the authority to regulate the proceedings of the meeting, including maintaining order and ensuring compliance with statutory requirements. Adjourn meetings if necessary, as per applicable laws and AoA. (ii) Casting Vote: The Chairman may have the authority to cast a second or casting vote in case of equality of votes, provided the AoA permits it. (iii) Oversight Functions: Monitor the implementation of decisions taken at the board and shareholders' meetings. (iv) Delegated Powers: The Board may delegate specific powers to the Chairman through resolutions, including signing documents, approving budgets, or representing the company in legal matters.