<P> A contrasting view is that in large public companies it is upper management and not boards that wield practical power, because boards delegate nearly all of their power to the top executive employees, adopting their recommendations almost without fail . As a practical matter, executives even choose the directors, with shareholders normally following management recommendations and voting for them . </P> <P> In most cases, serving on a board is not a career unto itself . For major corporations, the board members are usually professionals or leaders in their field . In the case of outside directors, they are often senior leaders of other organizations . Nevertheless, board members often receive remunerations amounting to hundreds of thousands of dollars per year since they often sit on the boards of several companies . Inside directors are usually not paid for sitting on a board, but the duty is instead considered part of their larger job description . Outside directors are usually paid for their services . These remunerations vary between corporations, but usually consist of a yearly or monthly salary, additional compensation for each meeting attended, stock options, and various other benefits . such as travel, hotel and meal expenses for the board meetings . Tiffany & Co., for example, pays directors an annual retainer of $46,500, an additional annual retainer of $2,500 if the director is also a chairperson of a committee, a per - meeting - attended fee of $2,000 for meetings attended in person, a $500 fee for each meeting attended via telephone, in addition to stock options and retirement benefits . </P> <P> In some European and Asian countries, there are two separate boards, an executive board for day - to - day business and a supervisory board (elected by the shareholders and employees) for supervising the executive board . In these countries, the CEO (chief executive or managing director) presides over the executive board and the chairman presides over the supervisory board, and these two roles will always be held by different people . This ensures a distinction between management by the executive board and governance by the supervisory board and allows for clear lines of authority . The aim is to prevent a conflict of interest and too much power being concentrated in the hands of one person . There is a strong parallel here with the structure of government, which tends to separate the political cabinet from the management civil service . In the United States, the board of directors (elected by the shareholders) is often equivalent to the supervisory board, while the executive board may often be known as the executive committee (operating committee or executive council), composed of the CEO and their direct reports (other C - level officers, division / subsidiary heads). </P> <Table> <Tr> <Td> </Td> <Td> The examples and perspective in this section deal primarily with the United Kingdom and do not represent a worldwide view of the subject . You may improve this article, discuss the issue on the talk page, or create a new article, as appropriate . (April 2016) (Learn how and when to remove this template message) </Td> </Tr> </Table>

The board of directors of a u.s. corporation is elected by