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A corporation's first directors are either named in its articles of incorporation or elected at the organizational meeting. They serve until the shareholders hold their first meeting and elect their successors. Thereafter, directors serve until the next annual shareholders' meeting.
Elected by the shareholders, the board of directors is made up of two types of representatives. The first type involves inside directors chosen from within the company. This can be a CEO, CFO, manager, or any other person who works for the company daily.
In most legal systems, the appointment and removal of directors is voted upon by the shareholders in general meeting or through a proxy statement. For publicly traded companies in the U.S., the directors which are available to vote on are largely selected by either the board as a whole or a nominating committee.
The CEO manages the company's executive team and pursues goals that are meant to drive the company forward, while the board sets those goals and gives counsel to the CEO. The board must also ask tough questions that dig into the deepest details of how a business operates.
The main comparison of non-profit directors vs. officers is that directors control and monitor the day-to-date operations of the non-profit organization while officers are the ones who run the daily operations in a way that aligns with the vision and mission of the organization.
But there's another group of people who shares in the oversight of company business?the board of directors. A public company's board of directors is chosen by shareholders, and its primary job is to look out for shareholders' interests.
In US companies, officers are elected by the board of directors, and usually consist of a president and/or a chief executive officer, one or more vice presidents, a secretary, and a treasurer or chief financial officer. In larger enterprises, there may be many officers each with varying duties and responsibilities.
Thus, officers are usually employees as well because they work day-to-day executive positions for the corporation and may require compensation. Although directors can be employees if they assume an additional position for compensation, they are not required to be employees.
The board of directors of a public company is elected by shareholders. The board makes key decisions on issues such as mergers and dividends, hires senior managers, and sets their pay. Board of directors candidates can be nominated by the company's nominations committee or by outsiders seeking change.
The Board of Directors is the corporation's governing body, as it manages the corporation's business and affairs and has the authority to exercise all of the corporation's powers.