**Answer:** To fulfill its new policy-and-planning role, the Board needs to redefine its composition, its division of work with the Executive Committee, the way outside directors participate, and how directors are selected and retained. --- Since October, divisional managers have held full authority for day-to-day operations, leaving the Board responsible for policy and long-range planning. Yet the Board continues to spend much of its time on short-term operating problems that belong to manag...
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**Answer:** To fulfill its new policy-and-planning role, the Board needs to redefine its composition, its division of work with the Executive Committee, the way outside directors participate, and how directors are selected and retained.
---
Since October, divisional managers have held full authority for day-to-day operations, leaving the Board responsible for policy and long-range planning. Yet the Board continues to spend much of its time on short-term operating problems that belong to management. To take up its intended role, the Board needs to settle four questions:
1. **What size and composition will let the Board do its job.**
2. **How work should be divided between the Board and the Executive Committee**, and what each is responsible for.
3. **How to make outside directors effective participants**, not passive attendees.
4. **What principles should govern how directors are selected and how long they serve.**
Once these are settled, we can lay out how to move from the current Board and Executive Committee arrangement to the one they define.
