A member of the governing board of a corporation or association elected or re-elected at annual meetings of the shareholders or members. as a group the directors are responsible for the policy making, but not day-to-day operation, which is handled by officers and other managers. in some cases, a director may also be an officer, but need not be a shareholder. most states require a minimum of three directors on corporate boards. often lay people dealing with corporations confuse directors with officers. officers are employees hired by the board of directors to manage the business.