Raw

Subject: Redefining the Board's Role and Structure

In October, the organization reorganized to grant divisional managers full authority over day-to-day operations, while policy and planning remain the Board's responsibility. Despite this transfer, the Board continues to address short-term operational problems, diverting attention from its strategic mandate. To align our work with our assigned responsibilities, we must immediately redefine the Board's role and structure.

We propose focusing our discussion on three key areas:

1. Redefine Board composition and membership criteria.
   • Determine the optimum size and composition of the Board.
   • Establish principles for selecting directors and setting their tenure.
   • Ensure effective participation by outside members.

2. Clarify the division of work between the Board and the Executive Committee.
   • Define the distinct responsibilities and broad roles of each body.
   • Formalize the relationship and decision-making boundaries.

3. Develop a transition plan to implement the new structure.
   • Evaluate alternative approaches to move from the current arrangement to the desired one.