Raw

**Situation** – After the October re‑organisation, divisional managers now run day‑to‑day operations, yet the Board has continued to spend years handling short‑term operational problems. Its core remit should be policy and strategic planning.  

**Complication** – The mismatch blurs the Board’s strategic focus, creates role ambiguity with the Executive Committee, limits the impact of outside directors, and leaves the Board’s size, composition, and director‑selection rules undefined.  

**Question** – How should the Board be restructured to restore strategic oversight, clarify its relationship with the Executive Committee, and enable effective participation of outside directors?  

**Answer** – Redesign the Board as a focused, strategically‑oriented body with an optimal size, a clear division of responsibilities from the Executive Committee, empowered outside directors, and transparent selection and tenure principles.  

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**Key points to discuss**

- **Board composition** – Determine the optimal size and mix of insiders and outsiders.  
- **Governance role** – Define the Board’s strategic‑oversight responsibilities and delineate them from the Executive Committee’s operational duties.  
- **Outside director effectiveness** – Establish mechanisms and support to make external directors active, influential participants.  
- **Selection & tenure** – Set clear principles for appointing directors and defining their terms.