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What is the role of the chairman of the board of directors?

Author

Rachel Davis

Updated on January 06, 2026

Role of the Chairman The Chairman is responsible for leading the Board and focusing it on strategic matters, overseeing the Group’s business and setting high governance standards. He plays a pivotal role in fostering the effectiveness of the Board and individual Directors, both inside and outside the board room.

Does board of directors include chairman?

It’s widely agreed upon that the board needs to represent shareholder and owner/management interests and that it’s usually a good idea for the board to include both internal and external members. Read a job description often also serves as chairman of the company’s board of directors.

Can a director be a chairman?

(1) The directors may appoint a director to chair their meetings. (2) The person so appointed for the time being is known as the chairman. (3) The directors may terminate the chairman’s appointment at any time.

What is the difference between board of directors and chairman?

The differences in the duties and responsibilities between the CEO and the board chair are clear. By contrast, the board chairperson of a company is the head of its board of directors. The board of directors is elected by the shareholders, and they’re charged with protecting the investors’ best interests.

Who is more powerful CEO or Chairman?

While the Chairman technically has higher level powers, the CEO is indeed “the boss” of a company. And yes, the CEO does (by the letter of the law) answer to their board of directors, which is ultimately headed by the chairman.

Who does a Chairman report to?

The Chairman reports to the Board. The CEO reports to the Chairman (acting on behalf of the Board) and to the Board directly. The Chairman is not responsible for executive matters regarding the Company’s business.

Can a chairman not be a director?

King III recommends that the chairperson should be an independent non-executive director. The chairperson should not also be the CEO. To ensure the chairman acts in an independent manner, internationally recognised governance codes state that the chairman should not have previously been the CEO of the company.

How is the chairman of the board elected?

If the AOA provides that the chairman of their meetings shall be elected by the directors and if the chairman is not present within five minutes of the commencement of the meeting then the directors present shall elect one among themselves to be the chairman. [4]

Can a nonexecutive chairman of the board be a director?

When the nonexecutive chairman is a promoter of the co. then at least one half of the board of the co. must consist of independent directors.[2] A. QUALIFICATION FOR CHAIRMAN OF THE BOARD. The Companies Act does not prescribe any qualification for the chairman. However, only a director can be the chairman of the board.

What is the role of an independent chairman?

Independent Chairman. The chairperson of the board is the individual charged with providing the board with leadership, and to harness the talents and energy contributed by each of the individual directors.

What are the duties of a chairperson of a board?

(1) The directors of a company may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. (2) Questions arising at any such meeting shall be decided by a majority of votes and where there is an equality of votes, the chairperson shall have a second or casting vote.