Raw

In October, a reorganization gave divisional managers full authority over day-to-day operations, leaving policy and planning as the Board's responsibility. Yet the Board has spent years addressing short-term operational problems. The Board must therefore reset its focus to policy and planning oversight and clarify its governance role and structure.

**The Board must define its governance role, establish an effective governance structure, and develop a transition strategy.**

1. The roles and responsibilities of the Board and Executive Committee in policy and planning oversight, and the boundary between Board governance and divisional operations.

2. The Board's optimal size and composition, principles for selecting directors and setting their tenure, and practices for effective participation by outside directors.

3. The transition strategy for moving from the current arrangement to the desired governance model.