Banks' Board Members Next On Chop Block

Banks have tried downsizing branch networks, back offices, and middle management - and now more boards of directors are facing the ax.

Last week Chicago-based Bank One Corp. acknowledged that its board, swelled by years of mergers, was in dire need of a trimming.

Saying it had to be more "nimble and effective," Bank One president and chief executive officer James Dimon revealed that the number of directors would be cut by six, to 13, by the end of September.

Bank One is hardly alone. First Union Corp., which did a lot of bank buying itself the last several years, plans to reduce its 23-member board.

"The longer-term goal is a somewhat smaller board," said Mary Eshet, a spokeswoman for the Charlotte, N.C., company.

First Union's bylaws allow for its board size to range from no less than nine members to more than 30 at any time.

"Now we're closer to the upper end of the range than we think is most effective," Ms. Eshet said.

This think-small approach at the country's largest financial institutions goes against the industry trend. Observers note that banks typically have larger boards than other types of corporations.

"If you said that the average size of a public company board was in the nine- to 12-person range, a lot of times bank boards will be in the 13-to-15 range … and some are even larger," said Peter Crist, vice chairman of executive search firm Korn/Ferry International and head of its board services practice.

Acquisitions have been a big reason for the swelling of director ranks.

After the 1998 merger of Banc One Corp. and First Chicago NBD Corp., for instance, the new Bank One board stood at 22 members.

Similarly, Bank of America Corp. had 19 on its board as of April 1999, after BankAmerica Corp. and NationsBank Corp. merged in September 1998. (Before the merger Nationsbank had a 26-member board.)

In April, Bank of America successfully weathered a board-size storm at its April shareholders meeting, when the pension fund CalPERs Inc. said it would vote against reinstating five directors.

But acquisitions are not the only reason bank boards are overweight. For years, particularly at the community bank level, director boards have been a marketing tool: The reasoning is, the more community and business leaders you have on a board, the more contacts they'll bring.

Experts say it's not unusual for a super-community bank to have a multilayer board of more than 30 members.

But the record shows that some big boards fail to generate the business they're supposed to - certainly not enough to make up for the expense a large structure entails, said Charles Wendel, a consultant at Financial Institutions Consulting in New York.

In some cases, losing a seat might be welcome news. An increased workload - not to mention the greater likelihood that boards will be sued if the stock does poorly - is taking luster away from bank board membership.

"The trend will be toward smaller boards versus huge boards," Mr. Wendel said. "It's less of an honor to be on a board than it used to be, and it's more time-consuming and problematic."

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