The Legislative Vacuum on the Honorary Position of a Chairman Emeritus: Assessing the Need to Introduce Statutory Regulations

The Legislative Vacuum on the Honorary Position of a Chairman Emeritus: Assessing the Need to Introduce Statutory Regulations

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Volume 11 Issue 4 ()

In India, where its companies, including the listed ones, face a ‘Type 2’ agency problem of corporate governance, the honorary position of Chairman Emeritus created by a company has far greater potential to influence the company and its governance than hitherto understood. However, unfortunately and interestingly, there is no provision in India under corporate law or other related areas of law to formally regulate this post. This creates a legal lacuna, a loophole which is prone to be misused by the Chairman Emeritus or a company’s promoters or its controlling shareholders against the interests of its minority shareholders and/or other stakeholders. Further, in the absence of legal regulations with respect to the position of Chairman Emeritus, the existing provisions under corporate law may also turn ineffective in certain instances, in keeping a check on the aggravation of the Type 2 agency problems in Indian companies. This is because the berth of Chairman Emeritus, in absence of direct legal regulations governing this designation, may be used to allow the Chairman Emeritus and other persons/groups/entities in the company to do indirectly what they may not have done directly under law. Hence, we suggest that we should regulate the burgeoning post of Chairman Emeritus. Further, we touch upon the ways in which such regulations can be introduced.

Cite as: Priya Garg & Vishal Hablani, The Legislative Vacuum on the Honorary Position of a Chairman Emeritus: Assessing the Need to Introduce Statutory Regulations, 11 NUJS L. Rev. 667 (2018)