In terms of corporate law, a director's fiduciary responsibility to a corporation and the corporation's shareholders is a substantial one, and is fraught with potential liability in the event that the fiduciary duty is violated. Directors of a corporation are elected by shareholders to represent the best interests of the corporation and its shareholders. While most boards of directors appoint executives to actually run the corporation on a daily basis, the board of directors has unique responsibilities to ensure that the corporation is complying with all federal and state laws, review accounting and other business practices, and make recommendations to shareholders. The fiduciary duty carries two separate, primary duties; a director owes a duty of loyalty, in terms of acting in the best interests of the corporation and shareholders, and a duty of due care, or the duty to act in a manner that is consistent with that of a reasonable and prudent person, given the circumstances.