This is what many fail to realize. The stockholders, the owners, are spread out and relatively powerless. The directors are able to rape and loot the company for their own gain and have little incentive not to do so.
Exactly right as usual. Most companies staff the Board of Directors with executives of other companies, who staff their Board with the same execs. It is a very incestuous situation. That is part of the reason that executive pay has sky rocketed out of all proportion.