Raw

Since October, divisional managers have held full authority for day-to-day operations, and policy and planning have been the Board's alone. Yet the Board still spends most of its time on short-term operating problems — which means the work the reorganization assigned to it is not being done, and the Board is not currently built to do it. What has to change?

The Board should hand operating problems to the divisions and remake itself around policy and planning, which requires four changes.

**1. Draw a firm line between the Board's work and the Executive Committee's.**
- Fix the broad role of each body and the responsibilities that follow from it.
- Fix how the two bodies relate to each other in practice, so operating matters reach the Executive Committee and stop reaching the Board.

**2. Constitute the Board for policy work.**
- Set the composition the policy and planning agenda demands.
- Set the optimum size for that agenda.
- Adopt principles for selecting directors, so future appointments serve the same agenda.
- Adopt terms of tenure, so the Board renews itself without losing continuity.

**3. Make outside directors effective participants rather than nominal ones.**
- Decide what an outside director must receive, and be asked to contribute, to carry weight in policy decisions.

**4. Choose the route from today's arrangement to the intended one.**
- Compare the alternative ways of moving from the present Board and Executive Committee arrangement to the desired one, and pick one.

**What I need from the Board:** agreement on the four changes above as the agenda for our next meeting, and a decision on item 1 at that meeting, since items 2–4 depend on where the line is drawn.

Structurally: the topic list became an answer with the four changes as its support, ordered so each one depends on the one before it, and the memo's purpose statement gave way to the situation and complication that make the question live.