Raw

**Situation** – The Board has spent years handling short‑term operational problems even after the October reorganisation gave divisional managers full authority for day‑to‑day operations.  

**Complication** – This focus dilutes the Board’s strategic role and leaves key questions unanswered: optimal board size, the split of work with the Executive Committee, how outside directors can add value, and the criteria for selecting and retaining directors.  

**Question** – How should the Board reshape its role and composition to fulfil its governance responsibilities effectively?  

**Answer** – We should:

1. **Define the optimal board size and composition** – determine the number of directors and the mix of internal and external members that balances oversight with agility.  
2. **Clarify the distinct responsibilities of the Board and the Executive Committee** – set clear boundaries for strategic governance versus operational execution.  
3. **Enable effective participation by outside directors** – establish processes, information flows, and support mechanisms that allow external members to contribute meaningfully.  
4. **Establish principles for director selection and tenure** – create transparent criteria for recruiting directors and set tenure guidelines that promote continuity and renewal.  
5. **Plan a transition to the desired governance model** – outline steps to move from the current Board‑Executive Committee arrangement to the redefined structure.