Sophos Law Guides
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What are the Board of Directors?
In a corporation, the board of directors is a company’s governing body that is responsible for guiding all company activities. Subject to fiduciary duties, directors are directly elected by a corporation’s shareholders, typically at an annual shareholder meeting. Rather than focusing on the day to day operations of a company, the board of directors is tasked with determining the overarching direction of the company. For example, director approval is required for major decisions such as issuing securities, securing financing, or appointing or removing executive officers, but is not responsible for consummating each transaction.