Raw

Since October, divisional managers have held full authority for day-to-day operations, and policy and planning have been left to the Board alone. Yet the Board continues to spend its meetings on short-term operating problems, as it has for years. It cannot become the policy and planning body the reorganization intended until it settles what it is now for.

**The Board should redefine its own role, and doing so requires decisions in three areas.**

**1. Divide the work between the Board and the Executive Committee.**
- Fix the broad role of each body and the responsibilities that follow from it.
- Fix the relationship between them, so that operating problems reach the Executive Committee rather than the Board.

**2. Compose the Board for that role.**
- Set its membership and its optimum size.
- Adopt principles for selecting directors and for setting their tenure.
- Establish how an outside director is made an effective participant rather than a nominal one.

**3. Choose the route from the present arrangement to the intended one.**
- Weigh the alternative ways of moving from today's Board and Executive Committee arrangement to the one decided above.