Following the October reorganization, divisional managers now exercise full authority over day-to-day operations. Despite this shift, the Board continues to address short-term operational issues, leaving our governance model misaligned with the new operating structure. To resolve this, we must immediately realign our governance framework by clarifying the Board–Executive Committee division of labor, optimizing board composition and tenure, enabling effective outside director participation, an...
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Following the October reorganization, divisional managers now exercise full authority over day-to-day operations. Despite this shift, the Board continues to address short-term operational issues, leaving our governance model misaligned with the new operating structure. To resolve this, we must immediately realign our governance framework by clarifying the Board–Executive Committee division of labor, optimizing board composition and tenure, enabling effective outside director participation, and defining a clear transition path. Specifically, we will address:
• Clarify the division of labor and formalize the working relationship between the Board and the Executive Committee
• Determine the optimal board size, membership criteria, and director tenure principles
• Establish clear mechanisms for effective outside director participation
• Select a phased transition pathway from the current arrangement to the target structure
