Meaning, Role, Powers and Liabilities of Chairman

A Chairman or Chairperson is a person who is elected to act as the Presiding Officer to conduct the proceedings of a meeting.

The term Chairman is not defined under the Companies Act, 2013 (Act). As per the relevant regulations of Article of Association (AOA) of the Company and relevant Sections casts various powers, obligation and functions for the chairman.

Section 118 of the Act extensibly refers to minutes of proceedings of general meetings and of Board and other meetings, where the Chairman has to conduct the meeting of its Board of Directors and the power of Chairman on inclusion of matters in minutes of meeting.

With reference to the above provisions and as those stated in AOA as a matter of convention, the Chairman of a Company presides over the meetings of the board.  Therefore, the Chairman has the powers under the common law, such as:

• The power to preside over the meetings,
• Bring the discussion on any question and
• The Power

The Chairman is the chief authority to conduct and control the meeting. He is the umpire of debate and the upholder of or­der and decorum.