Room And Board

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As pervasive as the influence of Amtrol Inc.'s directors may be, the formal board meetings themselves are confined to four days a year. Some meetings during the 1970s were held in Germany or Florida, but today all are conducted in a large boardroom at the company's headquarters in West Warwick, R.I.

About two weeks before meeting dates, which are scheduled for the year ahead when the board meets in December, Amtrol mails each director a briefing package, complete with a tentative agenda. "That way there are no surprises," says chairman and chief executive officer Chester Kirk. The board consists of four outsiders: German attorney Hanns H. Winkhaus; bankers Herbert Jacobi and Joel Stern; and consultant John B. Rhodes. The insiders are Amtrol's top four executives; Lewis Madeira, the investor who became Kirk's partner in the 1950s; and Joachim A. Weissfeld, a local attorney who serves as board secretary. Board members typically fly in from New York or overseas to the Warwick airport in time for dinner at a local restaurant and an evening of informal discussions with management, the inside directors -- Chet Kirk; his brother, Ken; chief financial officer Al D'Amico; and newcomer John McCann, the executive vice-president. "That's when we find out what's really happening," says Stern. Between meetings, Chet Kirk and other executives communicate with board members by telephone when the need arises, rarely more than a few times a month.

For their services, Amtrol pays each director a yearly retainer of $6,500 -- plus travel expenses and modest additional fees for attending special audit, compensation, or planning-committee meetings. "I view it as a real bargain," says Kirk. Directors are insured by Amtrol to the tune of $5 million for personal liability. Recently, board members were granted the right to purchase shares of the company's closely held stock. Directors' compensation at Amtrol, however, is substantially less than what these same individuals receive as board members of better-known corporations, such as Gillette and Vivitar.

Only rarely does a board member miss a meeting, despite the responsibilities and travel requirements that are in addition to their own jobs. Jacobi rose to the rank of executive vice-president of Chase Manhattan Bank before returning to Germany, where he is general manager of Britain's Midland Bank; Stern has recently established his own financial advisory firm and frequently appears as a panelist on public television's "Wall Street Week"; and Rhodes has been promoted to chairman of Booz-Allen & Hamilton's international group. Comments Chet Kirk: "If I went to any one of these guys today, I doubt they'd have time for Amtrol. But we got them early."

To make it easy for the directors to attend meetings, Amtrol sometimes charters a plane to fly them between Warwick and New York. And directors frequently elect to stay with Kirk and his family at their spacious home instead of at a motel. Over the past 10 years, notes Kirk, this has become a tradition. "We like to keep the directors involved," he says. "They've grown up with this company."