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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.
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.
A public company's board of directors is chosen by shareholders, and its primary job is to look out for shareholders' interests. In fact, directors are legally required to put shareholders' interests ahead of their own.
Directors: appointed by shareholders to oversee the management of the corporation. Officers: appointed by directors to manage the day-to-day activities of the company.
Most commonly, directors are appointed by the shareholders at the Annual General Meeting (AGM), or in extreme circumstances, at an Extraordinary General Meeting (EGM). A resolution for the appointment is put to a vote, and passed if a majority of shares are voted in favour.
Usually, directors are identified in the "articles of incorporation" and/or "bylaws" of the corporation, or are selected by the person who takes the initial step of incorporating the business (sometimes called the "incorporator").