MANAGEMENT AND CONTROL OF COMPANIES – III – MANAGING DIRECTOR, WHOLE-TIME DIRECTOR AND MANAGER

Managing director powers define appointment, tenure and liabilities shaping executive governance and remuneration limits.

Managing director is a director entrusted with management powers by agreement, resolution or constitutional documents; appointment may require initial designation as an additional director, regulatory approval and is subject to a limited tenure, with liability for breaches of duties. Whole-time directors act like managing directors with approval and aggregate remuneration caps and prescribed sitting fees. A manager must be an individual managing substantially the whole of company affairs under board superintendence, cannot serve concurrently with a managing director, and is subject to tenure and appointment restrictions. The chairman ensures quorum, orderly proceedings and impartial participation.