<P> 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 . Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing , nomination committees have historically received input from management in their selections even when the CEO does not have a position on the board . Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately ; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement . In practice for publicly traded companies , the managers ( inside directors ) who are purportedly accountable to the board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders , in which case more `` gray outsider directors '' ( independent directors with conflicts of interest ) are nominated and elected . </P>
<P> 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 . Although in 2002 the New York Stock Exchange and the NASDAQ required that nominating committees consist of independent directors as a condition of listing , nomination committees have historically received input from management in their selections even when the CEO does not have a position on the board . Shareholder nominations can only occur at the general meeting itself or through the prohibitively expensive process of mailing out ballots separately ; in May 2009 the SEC proposed a new rule allowing shareholders meeting certain criteria to add nominees to the proxy statement . In practice for publicly traded companies , the managers ( inside directors ) who are purportedly accountable to the board of directors have historically played a major role in selecting and nominating the directors who are voted on by the shareholders , in which case more `` gray outsider directors '' ( independent directors with conflicts of interest ) are nominated and elected . </P>
who appoints board of directors of a company
who appoints board of directors of a company
voted upon by the shareholders in general meeting or through a proxy statement
voted upon by the shareholders in general meeting or through a proxy statement