Abstract I propose a model in which corporate directors perform firm tasks (such as monitoring management) and elect new directors. Elections introduce a dynamic element – the incumbent board's willingness to hire a candidate depends on how the candidate will vote in future hiring rounds. Lack of a commitment mechanism means directors do not always choose board compositions that maximize shareholder value. I use the model to analytically and numerically investigate the effects of stock exchange rules governing board composition and director elections. I find that the regulations benefit shareholders in a dynamic environment, but not in a static environment.