§ 17-16-801 — Requirement for and functions of board of directors

(a) Except as provided in W.S. 17-16-732, each corporation
shall have a board of directors.
(b) All corporate powers shall be exercised by or under
the authority of the board of directors of the corporation, and
the business 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
W.S. 17-16-732.
(c) In the case of a public corporation, the board's
oversight responsibilities include attention to:
(i) Business performance and plans;
(ii) Major risks to which the corporation is or may
be exposed;
(iii) The performance and compensation of the chief
executive officer;
(iv) Policies and practices to foster the
corporation's compliance with law and ethical conduct;
(v) Preparation of the corporation's financial
statements;
(vi) The effectiveness of the corporation's internal
controls;
(vii) Arrangements for providing adequate and timely
information to directors; and
(viii) The composition of the board and its
committees, taking into account the important role of
independent directors.