Directors of the company shall not be shareholders of the company, and the directors of the company shall be appointed or dismissed by the shareholders of the company. Directors actually perform the duties of professional managers. The company is owned by shareholders, but the specific operation is carried out by the team of directors and general manager. Shareholders are investors or investors of joint-stock companies. Shareholders, as investors, enjoy the rights of owners to share benefits, make major decisions and choose managers according to the amount of investment (unless otherwise agreed by shareholders). A director refers to a person who is democratically elected by the company's shareholders (general meeting) or employees and has actual power and authority to manage the company's affairs. He is the main force of the company's internal governance, managing the company's affairs internally and conducting economic activities on behalf of the company externally.
The conditions for establishing the board of directors are as follows:
1. Generally, there are three to thirteen directors in a limited liability company and five to nineteen directors in a joint stock limited company;
2. A limited liability company established by two or more state-owned enterprises or two or more other state-owned investors shall have representatives of employees.
To sum up, directors of a company should not seek shareholders of the company. According to relevant regulations, the directors are elected and replaced by the shareholders' meeting or the shareholders' general meeting, and the directors held by the employee representatives are democratically elected by the employees of the company through the employee representative meeting, the employee general meeting or other forms.
Legal basis:
Article 44 of the Company Law of People's Republic of China (PRC)
Composition of the Board of Directors A limited liability company has a board of directors with three to thirteen members; However, unless otherwise provided for in Article 50 of this Law.
A limited liability company established by two or more state-owned enterprises or two or more other state-owned investors shall have staff representatives among its board members; Other members of the board of directors of a limited liability company may include representatives of employees of the company. The employee representatives in the board of directors are elected by the employees of the company through employee congresses, employee congresses or other forms of democratic elections.
The board of directors shall have a chairman and may have a vice-chairman. The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association.