Raw

Following the October reorganization, divisional managers now hold full authority for day-to-day operations. Yet the Board remains engaged in short-term operational problems, diverting attention from its core mandate of policy and planning. To align governance with the new operating model, we recommend clarifying the division of work, restructuring Board composition, and executing a transition plan.

1. **Clarify the division of work between the Board and the Executive Committee.** Define distinct responsibilities to eliminate operational overlap and ensure the Board focuses exclusively on policy and planning.
2. **Restructure Board composition.** Set the optimum size, establish principles for selecting directors and determining tenure, and implement measures to ensure effective participation by outside members.
3. **Execute a transition plan.** Move from the current Board and Executive Committee arrangement to the proposed structure through a defined sequence of steps.