Raw

The October reorganization assigned operational authority to divisional managers, allowing the Board to focus on policy and planning. Yet the Board has historically been drawn into short-term operational decisions. To prevent this pattern from repeating, we need to restructure Board governance in four ways:

1. **Clarify the boundary between Board and Executive Committee.** Define which decisions belong to divisional management, which to the Board, and the Executive Committee's arbitrating role—so operational matters no longer consume Board time.

2. **Build Board membership through right-sizing and clear selection.** Establish the Board's optimal size, the qualifications and tenure that attract governance-focused directors, and the selection process that enforces these principles.

3. **Engage outside directors in roles that leverage their independence.** Create meaningful Board responsibilities where outside directors add distinct value through their perspective, without requiring operational knowledge.

4. **Plan the transition to the new governance model.** Identify the sequencing to move the Board to the new structure without disrupting operations.