Who is responsible for the execution of management as directed by the directors?

The officers of the corporation are responsible for executing management as directed by the directors. This responsibility includes implementing the strategic decisions made by the board of directors and managing the day-to-day operations of the corporation. Officers, such as the president, chief executive officer, and other executives, operate under the authority granted by the board and are tasked with the operational management of the organization. Their role is vital, as they serve as a bridge between the board's directives and the employees who carry out the operational tasks.

In contrast, shareholders primarily have a vested interest in the corporation’s performance and participate in governance through voting for the board of directors, but they do not engage in the management of the company’s day-to-day functions. Third-party consultants are usually engaged to provide expert advice or specialized services but do not have a managerial role within the corporation. Corporate lawyers handle legal matters and ensure compliance but do not take on the management responsibilities assigned to officers. Thus, it is clearly the officers who carry out the directives set forth by the board of directors.