Raw

**Situation** – After the October re‑organisation, divisional managers now run day‑to‑day operations, while policy and planning remain the Board’s remit. Yet the Board has continued to spend considerable time on short‑term operational issues, blurring the line between strategic oversight and operational management.  

**Complication** – This overlap raises several unanswered questions: the appropriate size and make‑up of the Board, how responsibilities should be split between the Board and the Executive Committee, how outside directors can add real value, and what principles should guide director selection and tenure.  

**Question** – How should we redesign the Board’s role and composition to provide clear strategic governance while supporting effective execution?  

**Answer** – We should establish a clear governance framework that:  

- **Define optimal Board size and composition** – set the right number of directors and the mix of internal and external members to ensure diverse, effective oversight.  
- **Clarify the Board’s and Executive Committee’s responsibilities** – draw a clean division between strategic direction (Board) and operational execution (Executive Committee).  
- **Enable effective participation of outside directors** – create structures and processes that allow external members to contribute meaningfully.  
- **Set principled criteria for director selection and tenure** – adopt transparent standards for choosing directors and determining appropriate term lengths.