Raw

Since last October's reorganization gave divisional managers full authority over day-to-day operations, the Board is now free to concentrate on policy and planning. Yet the Board continues to spend much of its time on short-term operational problems it no longer needs to handle. To make the shift real, we need to redefine how the Board itself is organized and how it works.

This memorandum proposes how to do that, by settling four questions:

1. What size and composition will let the Board do this job well?
2. How should work be divided between the Board and the Executive Committee, so operational matters stay with the Committee and policy stays with the Board?
3. How can outside directors be brought into the Board's work as effective participants, rather than nominal members?
4. What principles should govern how directors are selected and how long they serve?

Resolving these will let the Board move from its present, operationally-entangled arrangement to one built around its real responsibility: policy and planning.