Wrote Institutional Investor magazine of Citicorp in 1983: "No bank can rival its worldwide penetration. . .None can match its profusion of offices across America .. .No bank can boast of leadership in as many different aspects of finance. . . No one can challenge its technological mastery.. .." With 1985 assets of $174 billion, it is by far the largest U.S. commercial bank. Widely credited as the visionary molder of this "super-bank" is Walter B. Wriston, who became President and CEO in 1967 and Chairman in 1970. Wriston joined Citibank in 1946 as a junior inspector in the comptrollers division. After 38 years with the company, he retired in September 1984. Now 67, he holds a host of board positions, including directorships with General Electric Co., I. C. Penney Co., Chubb Corp., Pan Am Corp., and others.

Directors & Boards: As you were working your way up in the banking business, did you have any preconceived notions of what a board of directors does?

Walter B. Wriston: I don't think I had any idea of what they did. We all knew the board met on Tuesday, so the word was out to wear your blue suit on Tuesdays because you might get promoted. Because of that experience, I'm a big believer in having top management who are not members of the board sit in on the board meetings. When I got in an appropriate position to do something about it, I saw to it that all of our group heads attended all the board meetings as observers, so when the new management took over at Citicorp, they already had been sitting in the boardroom for 10 years and it wasn't as if they just walked in and wondered what went on.

D&B: When you became chairman of Citicorp, what was your approach to running a board meeting?

Wriston: One of the problems, and we were as guilty as anybody, is that the complex web of the law requires boards to act on so many inconsequential questions. The most important thing you do is get new management in place. We would devote a great deal of time to that. But if you're not careful, you can wind up with boiler plate taking up the whole meeting. That's been known to happen.

D&B: What is the "secret' of getting the best out of the board?

Wriston: The secret, if there is such a thing, is first and foremost being completely up front with what's going on. If the CEO sees a problem coming down the pike, rather than glossing it over he says to the board, "Look, we have a real problem and we could use all the help we can get. This is what we plan to do about it. What do you people think?" The CEO and board have to build a rapport - which critics call cronyism, but in the real world is called trust. If the board doesn't trust the CEO, he or she should be fired. And if the CEO doesn't trust board members, you've got an impossible situation.