In October, a reorganization granted divisional managers full authority for day-to-day operations, leaving policy and planning as the Board's responsibility. Despite this shift, the Board has continued to devote substantial effort to short-term operational problems. How should we adjust the Board's structure and working methods to align with the new authority distribution and refocus on policy and planning? To restore the Board's strategic focus, we recommend implementing changes across three...
Scanned 9/19/2026
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In October, a reorganization granted divisional managers full authority for day-to-day operations, leaving policy and planning as the Board's responsibility. Despite this shift, the Board has continued to devote substantial effort to short-term operational problems. How should we adjust the Board's structure and working methods to align with the new authority distribution and refocus on policy and planning?
To restore the Board's strategic focus, we recommend implementing changes across three areas:
1. Clarify the division of work between the Board and the Executive Committee to prevent operational encroachment.
2. Optimize Board composition by determining the optimum size and membership, improving the effectiveness of outside directors, and defining principles for selection and tenure.
3. Choose a transition path to move from the current arrangement to the proposed structure.
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