Raw

The Board now oversees policy and planning while divisional managers have full authority for day‑to‑day operations. Yet the Board has spent years dealing with short‑term operational problems, leaving unanswered how large it should be, how work should be divided with the Executive Committee, how outside directors can contribute effectively, and what principles should guide director selection and tenure. How should the Board be restructured to fulfill its strategic role? We should redesign the Board’s composition, responsibilities, and processes to support the new operating model.

● **Optimal board size and composition**  
   – Define the appropriate number of directors.  
   – Determine the mix of internal and external members.  

● **Distinct roles of Board and Executive Committee**  
   – Clarify strategic policy versus operational oversight.  
   – Set clear boundaries and interaction mechanisms.  

● **Effective participation of outside directors**  
   – Provide orientation, information access, and decision‑making authority.  
   – Foster constructive engagement in governance.  

● **Selection, tenure, and transition principles**  
   – Establish criteria for recruiting directors.  
   – Define term lengths, renewal processes, and succession planning.  
   – Outline steps to move from the current to the desired governance model.