Section 192 — Chairman in a listed company

(1) 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 he earlier resigns, becomes ineligible or disqualified
under any provision of this Act or removed by the directors.

(2) The board shall clearly define the respective roles and
responsibilities of the chairman and chief executive:

Provided that the Commission may specify the classes of companies for
which the chairman and chief executive shall not be the same individual.

(3) The chairman shall be responsible for leadership of the board and
ensure that the board plays an effective role in fulfilling its responsibilities.

(4) Every financial statements circulated under section 2 23 of this Act
shall contain a review report by the chairman on the overall performance of the
board and effectiveness of the role played by the board in achieving the company’s
objectives.