Requirement for and functions of board of directors.

Except as otherwise provided in § 29-305.42, each corporation shall have a board of directors. All corporate powers shall be exercised by or under the authority of the board of directors of the corporation and the activities and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under § 29-305.42. In the case of a public corporation, the board’s oversight responsibilities shall include attention to: Business performance and plans; Major risks to which the corporation is or may be exposed; The performance and compensation of senior officers; Policies and practices to foster the corporation’s compliance with law and ethical conduct; Preparation of the corporation’s financial statements; The effectiveness of the corporation’s internal controls; Arrangements for providing adequate and timely information to directors; and The composition of the board and its committees, taking into account the important role of independent directors.