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The Complete Guide to Executive Compensation 3/E, 3rd Edition by Bruce Ellig

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Chapter 10The Board of Directors

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The shareholders entrust the board of directors to represent their interests. They do so by electing individuals each year to serve on the board of directors. It can be argued that the board is the agent of the shareholders and is expected to act in accord with their instructions. What was once an honorific position is today one of great importance and responsibility.

SHAREHOLDERS

As far back as 1919, the view of the courts has been that “a business corporation is organized and carried on primarily for the profit of the shareholders” (Dodge v. Ford Motor Company).

During the 1930s, the Securities Act and Securities ...

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