Shareholders look to boardroom for ideas to lift value of shares

Despite the wealth of experience that sits within the boardroom walls, the plunging share price, management reshuffles and low…

Despite the wealth of experience that sits within the boardroom walls, the plunging share price, management reshuffles and low morale throughout First Active raise serious questions about the board's ability to reverse the bank's fortunes.

The board and the company are now headed by Mr John Callaghan who, with the departure of chief executive Mr John Smyth, is acting chief executive and chairman. As such, he is the person who bears the greatest responsibility for putting First Active on a firmer footing.

Mr Callaghan (57) is well known to the investment community and has plenty of experience as a director of a public company. A former managing partner at accountants KPMG, he became chief executive at fruit importing company Fyffes after leaving the accountancy firm.

He held this position for an unexpectedly brief two years before moving on to amass a variety of directorships at other Irish companies. His most lucrative to date has been his association with Esat, the telecoms firm taken over by British Telecom last month.

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As a director, Mr Callaghan would have been closely involved with these events and would have been expected to give a substantial commitment to the company in recent months.

The deal put him in line to make a profit of some £2 million on the substantial share options he was granted as a director.

He is also a director of Glanbia, BUPA, Rabobank Ireland, Scottish Amicable International Assurance and is a council member of the Institute of Directors of Ireland.

For now though Mr Callaghan will have to devote considerably more time to First Active in the demanding chief executive's position and he will be looking to the board for support in implementing a new strategy for the bank.

The role of non-executive directors is to act as watchdogs for company shareholders, usually opting to bring people with a broad mix of skills and experience to those positions. They are handsomely rewarded.

As chairman, Mr Callaghan receives an annual fee of £60,000 while the other directors are paid £25,000 each to undertake boardroom functions.

Prof Noel Whelan (58) is among the most senior board members and will be a key adviser to Mr Callaghan. The vice-president and dean of the University of Limerick joined the board in 1989. He is a former secretary at the Department of the Taoiseach, a former vice president of the European Investment Bank and a consultant to the World Bank and the United Nations.

Apart from First Active he is also a director of Bankgesellschaft Berlin (Ireland) which is based at Dublin's International Financial Services Centre. He is a member of the IBM (Ireland) advisory board and chairman of the board of management of St Vincent's Hospital, Dublin.

Another long-standing member of the board is former Lord Mayor of Dublin, Ms Carmencita Hederman (59).

She joined First Active as a director in 1987. An alderman at Dublin City Council since 1974, she served as a senator from 1989 to 1993.

Mr Henry Murdoch (61) would be considered a strong voice for shareholders at board level. A former dissident shareholder, he became a director in 1995 after years of campaigning for shareholder representation.

He is the former assistant director general of the State training agency FAS and is also chairman of the National Rehabilitation Hospital.

Mr Dick Milliken, the chief executive of the financially troubled Northern Ireland textile company Lamont, has been on the board since 1995.

A former Irish rugby international who played on the Lions tour of South Africa in 1974 he is an accountant and is a non-executive director of the investment trust company, Gartmore and of Andrews Holdings. The most recent appointee to the board is Mr Brian Wilson. He moved to the boardroom in 1998 just ahead of the flotation while working at the World Bank in Washington.

Mr Wilson works for the Aga Khan fund for economic development but has spent most of his career at AIB.

Over 20 years he moved quickly through the ranks at the State's biggest bank and was considered a contender for the chief executive position upon Mr Gerry Scanlan's retirement.

Two executive directors, Mr Paul Reville and Mr Tony Shanahan, are also on the board. Both were reassigned to new positions in a management reshuffle last December.

The First Active board has come in recently for significant criticism. Many analysts questioned the validity of floating the company on the stock market in 1998 and the board's decision to proceed with listing the shares at a time of market volatility.

Such criticism has continued as the company's share price continues to move in the wrong direction.

First Active's management team has been described as too cautious and afraid to grasp the many opportunities which have come their way over the past year or so while the board is thought to be weak.

Some sources point to more forceful personalities which can be found on the boards of other financial services companies which helps to create a healthy tension and sometimes more productive environment.

The board's lengthy deliberations over the past couple of weekends, which culminated in the departure of Mr Smyth this week, have done little to inspire investor confidence.

Shareholders can only hope that a new chief executive will revitalise the board or that any new appointments bring fresh ideas and vision.