There is no legal requirement for a limited company director to also be a shareholder. So as a general rule, a person can be made a director, a shareholder, or both. The position of directors and shareholders differs in the remit of their role, their rights, and their responsibilities.
Company directors, also known as 'officers', are appointed by members to run the company on their behalf and try to make it a success. Directors may or may not be shareholders. To be a director, you must be at least 16 years old.
Shareholders own the company by buying and holding its shares, acting as the company's financial supporters. Directors are responsible for day-to-day management of the business and its operations. Being a shareholder does not automatically confer the right to have a say in how that company is run on a day-to-day basis.
Owning shares in a company (i.e., being a shareholder) does not automatically make one a member of the company. In typical cases, a shareholder is also a member of the company. However, there can be instances where a person is a shareholder but not a member, and vice versa.
Typically, a director is (or should be) a shareholder in the company. Directors are appointed, i.e. voted into office, by the shareholders of a company at a properly convened meeting of shareholders.
In a private company the owners either run the company themselves or have the same power to replace the CEO/CFO, set company goals, determine executive compensation, etc. They can still have a Board of Directors as well, but it is not required.
In most cases, the board of directors is indeed above the CEO. The authority of the board of directors comes from the shareholders, who have the ultimate say in how the company is run. The board of directors appoints the CEO and can remove him or her from office. The board also sets the CEO's compensation.
For private companies, a board of directors can be chosen in a manner that abides by a company's bylaws or articles of incorporation. Directors may also be chosen by shareholders via simple agreement on whom to appoint.
Yes, it is possible to be a director without being a shareholder, although it is very common for directors to own shares in the company.