**Situation:** The Board has been handling day‑to‑day operational issues even though the recent reorganization gave divisional managers full authority for daily operations, leaving policy and planning to the Board. **Complication:** This stretch has raised questions about the Board’s size, composition, the split of work with the Executive Committee, the effectiveness of outside directors, and how to select and retain directors. **Question:** How should the Board restructure its composition, r...
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**Situation:** The Board has been handling day‑to‑day operational issues even though the recent reorganization gave divisional managers full authority for daily operations, leaving policy and planning to the Board.
**Complication:** This stretch has raised questions about the Board’s size, composition, the split of work with the Executive Committee, the effectiveness of outside directors, and how to select and retain directors.
**Question:** How should the Board restructure its composition, responsibilities, and processes to fulfill its strategic role effectively?
**Answer:** By defining an optimal board size and membership, clarifying the Board‑Executive Committee role split, ensuring effective participation of outside directors, and establishing clear selection and tenure principles.
**Points for discussion**
1. **Board composition** – optimal size, balance of internal and external members.
2. **Role division** – distinct responsibilities of the Board and the Executive Committee and how they interact.
3. **Outside director participation** – mechanisms to make external members effective contributors.
4. **Selection and tenure** – criteria, process, and tenure guidelines to ensure capable, stable board.
