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Chaiman of the company

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13 February 2017 Dear Sir,

Whether an Independent Director can be appointed as the Chairperson of the Company. If Yes, then, Whether Shareholders approval required to designate him as Chairperson of the Company?

Thanks

13 February 2017 No

The chairman has a general responsibility to oversee the functioning of the board and to ensure that all matters properly to be considered by the board are in fact brought before it. The chairman should have extensive involvement with the chief executive in order to be appropriately familiar with what is happening in the company.
Whereas role of independent director is limited to Scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance. He is not extensively involved in day to day functioning of the company.

13 February 2017 Thank you Sir for your reply.

Whether Companies act or Listing regulations restrict an Independent Director to become a Chairperson ??




13 February 2017 No there is no such provisions. However check the Articles of Association of the Company for provisions relating to appointment of chairman of the company.

13 February 2017 Article of the Company is silent on this.

13 February 2017 Further as per the CODE FOR INDEPENDENT DIRECTORS (As per SCHEDULE IV of Companies Act, 2013), an Independent director shall review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors at the separate meeting of independent director



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