The governing body of a corporation elected by the stockholders. The board of directors (board) is composed of one or more members (commonly referred to as directors), usually a mix of insiders of the company (such as officers and stockholders) and outsiders (non-company persons) each of whom is a natural person. The board is ultimately responsible for the corporation's management. This power is codified in statutes such as Section 141 of the Delaware General Corporation Law and by similar statutes in other states. Although the power to manage the corporation is often broadly stated and not clearly defined, responsibility for making decisions on behalf of the corporation is clearly vested with the directors and not the stockholders. The board discharges this responsibility by:

Often selected for their expertise in a particular area (such as finance or operations) or industry connections, directors typically hold an advisory or supervisory role. State statutory law and a corporation's charter normally permit the board to delegate powers to a committee of directors. However, many state statutes restrict the scope of the activities that can be conducted by a committee of less than an entire board.

The board of directors of a corporation owes fiduciary duties to the corporation and its stockholders, which may be regulated by state statutory or common law (see Practice Note, Fiduciary Duties of the Board of Directors).

In the case of a public company, the board of directors must also comply with the governance standards of the Securities and Exchange Commission and the exchange on which it lists its stock (see Practice Note, Corporate Governance Standards: Board of Directors).