As far as corporate and agency law are concerned, directors of a corporation qua directors are neither employees nor agents of the corporation on whose board they serve.
A search of the law pertaining to the relationship between a corporation and its directors reveals that the corporate directors are not agents of the corporation since they are the controllers rather than the controlled, but neither are they the master of the corporation's employees. Their position makes them sui generis in the hierarchy of legal conceptions. W. Seavey, Agency s 10(B) (1964).
Miller and Rhoads v. West, 442 F. Supp. 341, 344 (E.D. Va. 1977).
Section 14C of the Restatement (Second) of Agency takes the position that "[n]either the board of directors nor an individual director of a business is, as such, an agent of the corporation or of its members." The drafters explained:
An individual director, as such, has still less resemblance to an agent than has the board as a body. He has no power of his own to act on the corporation's behalf, but only as one of the body of directors acting as a board. Even when he acts as a member of the board, he does not act as an agent, but as one of the group which supervises the activities of the corporation.
Despite all this there are some other bodies of law that may treat directors as employees for certain limited purposes. Keith Paul Bishop offers ups list of his posts in which he has addressed some examples:
