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The shareholders are responsible for electing the directors of a company?this is typically done at the annual shareholders' meeting, where shareholders vote to approve a slate of directors proposed by the company's management.
Board of Directors meetings shall be presided over by the Chair of the Board. In case the Chair is prevented from so doing, another Director shall act in the Chair's place in ance with the order previously determined by the Board of Directors.
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.
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 not above the CEO because they are elected by the shareholders. The CEO is responsible for the day-to-day operations of the company and reports to the board of directors. The board of directors has the authority to hire and Fired CEOs, but they cannot tell the CEO what to do on a daily basis.