In October, a reorganization gave divisional managers full authority for day-to-day operations, leaving policy and planning with the Board. The Board has nevertheless spent years dealing with short-term operational problems. The question is how the Board should be constituted and operated so that it can discharge its remaining policy and planning role. The discussion should therefore address four design decisions: 1. The Board’s composition and optimum size. 2. The division of work between th...
Scanned 9/19/2026
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In October, a reorganization gave divisional managers full authority for day-to-day operations, leaving policy and planning with the Board. The Board has nevertheless spent years dealing with short-term operational problems. The question is how the Board should be constituted and operated so that it can discharge its remaining policy and planning role. The discussion should therefore address four design decisions:
1. The Board’s composition and optimum size.
2. The division of work between the Board and the Executive Committee, including the responsibilities of each and their relationship.
3. The conditions for making an outside director an effective participant.
4. The principles for selecting directors, setting their tenure, and choosing a route from the present Board and Executive Committee arrangement to the desired one.
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