Appointment of first chief executive.

Sec 186
 The name of first chief executive shall be determined by the subscribers of the
memorandum and his particulars shall be submitted along with the documents
for the incorporation of the company

 The first chief executive shall, unless he earlier resigns or otherwise ceases to
hold office,
a) up to the first annual general meeting of the company or,
b) if a shorter period is fixed by the subscribers at the time of his appointment, for
such period.

Appointment of subsequent chief executive. Sec 187,188,189

 Within fourteen days from the date of election of directors the office of the chief
executive falling vacant. On the expiry of term of office a chief executive shall be
eligible for reappointment.
 The board shall appoint any person, including an elected director, to be the chief
executive.
 Such appointment shall not be for a period exceeding three years from the date
of appointment.
 The chief executive appointed against a casual vacancy shall hold office till the
directors elected in the next election appoint a chief executive.
 The chief executive retiring shall continue to perform his functions until his
successor is appointed.

 The terms and conditions of appointment of a chief executive shall be determined by

the board or the company in general meeting in accordance with the provisions in
the company's articles.

 The chief executive shall if he is not already a director of the company, be deemed to
be its director and be entitled to all the rights and privileges, and subject to all the
liabilities, of that office.

 A person who is ineligible to become a director of a company under section 153 or

disqualified under sections 171 or 172 shall not be appointed or continue as the chief
executive of any company.
Removal of chief executive.-Sec 190
 The
a) board by resolution passed by not less than three-fourths of the total number
of directors for the time being, or
b) company by a special resolution,
may remove a chief executive before the expiration of his term of office.

 Where more than seventy-five percent of the voting rights are held by the
Government
a) The Government or
b) an authority or
c) a person authorized by it
shall have the power to remove chief executive of a company.
Chief executive not to engage in business competing with
company's business.- Sec 191
 A chief executive of a public company shall not directly or indirectly engage in
any business which is of the same nature as and directly competes with the
business carried on by the company of which he is the chief executive or by a
subsidiary of such company.
 A business shall be deemed to be carried on indirectly by the chief executive if
the same is carried on by his spouse or any of his minor children.
 Every person who is appointed as chief executive of a public company shall on
such appointment disclose to the company in writing the nature of such
business and his interest therein.

Chairman in a listed company. Sec 192

 The board of a listed company shall within fourteen days from the date of
election of directors, appoint a chairman from among the non-executive
directors who shall hold office for a period of three years unless
a) he earlier resigns,
b) becomes ineligible or
c) disqualified under any provision of this Act or
d) removed by the directors.
The board shall clearly define the respective roles and responsibilities of the chairman
and chief executive.
The chairman shall be responsible for leadership of the board and ensure that the board
plays an effective role in fulfilling its responsibilities.

Every financial statements circulated under section 223 of this Act shall contain a
review report by the chairman on
a) the overall performance of the board and
b) effectiveness of the role played by the board in achieving the company‘s objectives.

Penalty Sec 193

Any contravention or default in complying with requirements of sections 186 to 192
shall be an offence liable to a penalty of level 2 on the standard scale and may also be
debarred by the authority which imposes the penalty from becoming a director or chief
executive of a company for a period not exceeding five years