This paper investigates the set of factors which influence the likelihood of employee shareholders representation on the board of directors. We suggest that the lower the level of CEO’s entrenchment, the higher the likelihood of employee shareholders representation on the board of directors, because employee shareholders’ representatives are deemed to be passive directors and loyal to the CEO. In contrast, we suggest that board of directors’ capacity to resist CEO’s entrenchment, which is determined by boards’ composition and structure, reduces the likelihood of employee shareholders representation on the board of directors. Empirical analysis drawn from a longitudinal sample of French firms provides strong support for these hypotheses.