Are company directors necessarily shareholders?

The directors of a company are not necessarily shareholders, and the members of the board of directors may or may not be shareholders. Because the seats on the board of directors are determined by the number of shares held by each shareholder, the controlling shareholder can choose more directors, and it is generally impossible for minority shareholders to elect directors.

Shareholders are the owners of the company and the people who actually control the company. Shareholders hold shareholders' meetings regularly or irregularly to consider major issues of the company. Then the board of directors usually manages the company and supervises the management. Members of the board of directors are recommended by shareholders and reviewed and approved by the shareholders' meeting. In other words, directors must be recommended by shareholders and become their spokespersons.

Legal basis: Article 216 of the Company Law The meanings of the following terms in this Law:

(1) Senior management refers to the manager, deputy manager, financial officer, secretary of the board of directors of a listed company and other personnel stipulated in the articles of association of the company.

(2) Controlling shareholders refer to shareholders whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company; Although the capital contribution or the proportion of shares held is less than 50%, but according to their capital contribution or shares held, shareholders have enough voting rights to the shareholders' meeting and the resolutions of the shareholders' meeting.

(3) "Actual controller" refers to a person who is not a shareholder of the company, but can actually control the company's behavior through investment relations, agreements or other arrangements.

(4) Relationship refers to the relationship between the controlling shareholder, actual controller, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the company's interests.