Raw

**Situation:** The Board has been handling day‑to‑day operational issues even though the recent reorganization gave divisional managers full authority for daily operations, leaving policy and planning to the Board.  

**Complication:** This stretch has raised questions about the Board’s size, composition, the split of work with the Executive Committee, the effectiveness of outside directors, and how to select and retain directors.  

**Question:** How should the Board restructure its composition, responsibilities, and processes to fulfill its strategic role effectively?  

**Answer:** By defining an optimal board size and membership, clarifying the Board‑Executive Committee role split, ensuring effective participation of outside directors, and establishing clear selection and tenure principles.  

**Points for discussion**  
1. **Board composition** – optimal size, balance of internal and external members.  
2. **Role division** – distinct responsibilities of the Board and the Executive Committee and how they interact.  
3. **Outside director participation** – mechanisms to make external members effective contributors.  
4. **Selection and tenure** – criteria, process, and tenure guidelines to ensure capable, stable board.