Board of Directors

The Board of Directors ( Board about German ) is in the Anglo-American world, the management and supervisory board of a company. Usually in about it combines the functions of the Executive Board and Supervisory Board of a German stock corporation and thus provides a one-tier system of corporate governance dar. The Chairman of the Board of Directors is referred to as Chairman of the Board (COB ).


The members of the Board shall be elected solely by the shareholders, usually by the general meeting. Employee representatives, such as the supervisory board of large corporations in Germany, are not provided for in the Board of Directors. The directors are usually distinguished directors in managing (executive) and non-executive (non- executive). The executive directors, often referred to as Chief Officers, take over the operational management of the company and thus correspond to the management board of a German AG. The non-executive directors are mainly in an advisory and supervisory role and active practice of this office on a full time out, they are also not the company's employees. Their office is comparable to that of a member of the supervisory board of a German AG.

Dualistic variant

Some companies in the Anglo-American instead use a two-tier system of corporate governance, are separated in the management and control committee, similar to the separation between the Executive Board and the Supervisory Board in a German stock corporation. The Board of Directors has a control function while the management is handled by the Executive Board in this system. Personnel overlap of both bodies are possible, it is about the CEO as Chairman of the Executive Board often also a member of the Board of Directors.

Companies that use this variant of company management, are about Apple and Google.

In other countries

Even in a European Company (SE ), the management may be exercised by a board of directors. The SE offers freedom of choice between the one-tier system and the two-tier system.

Japanese kabushiki - gaisha also be of such a, torishimariyaku -kai (literally: "Director Meetings, Board " ) led -called, body.

In Russian, the Supervisory Board will be held by the Executive Board as the Board of Directors ( директоров Совет, Soviet Direktorow ) denotes a better translation of Совет директоров would therefore Advisory Board ( the Board Deputy Supervisory Board).