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.
After incorporation, director appointments need to be carried out using a formal process. For this, the director should sign a letter of consent confirming they wish to act as director for the company, and a majority of members must approve the appointment of a new company director by passing an ordinary resolution.
Who serves on a board of directors? For publicly traded companies, boards typically comprise executive, nonexecutive, and independent directors elected by shareholders. This is known as a one-tier board structure. The board of directors often includes the CEO and sometimes the CFO of the company.
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.
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.
The shareholders of a corporation elect the board of directors. The board of directors, in turn, elects the officers of the corporation who carry out the day-to-day operations of the business. The president presides over board meetings, but does not have a vote unless there is a tie.
What steps are involved in adding a director? The process includes reviewing AOA, holding a general meeting, obtaining DIN and DSC, director's consent, issuing an appointment letter, regulatory filings, updating the Register of Directors, and tax records.
(2) No company shall appoint or re-appoint any person as its managing director, whole-time director or manager for a term exceeding five years at a time: Provided that no re-appointment shall be made earlier than one year before the expiry of his term.
Subject: Your appointment as a Managing Director of the Company. Company for a term of _________ years with immediate effect/with effect from________________. General Meeting/ General Meeting to be held on or before _______________________. The other details of your appointment will be communicated to you soon.