Bank of Butterfield intends to slash its board size by one third and add a trio of insurance executives.

The changes, which also include the departure of a dozen directors, are on the financial institution's October 28 annual general meeting agenda.

These moves, once completed, will result in a board of directors that better reflects the Bermuda business environment, board chairman Sir David Gibbons said. He estimated that international business contributes about 60 percent to the Island's gross domestic product.

The move also complies with the wishes of regulatory authorities in the jurisdictions the bank operates -- to conform to a trend of appointing internationally experienced executives to the board, he said.

Sir David added that the expertise of the new insurance industry executives will be a benefit to the bank because that business has similarities to banking.

On the downsizing, he said that it is accepted practice for any bank, regardless of size, that operates internationally.

"Our activities have broadened. One-third of our net income comes from overseas,'' he said.

Joining the new streamlined board from the Island's insurance industry are Brian Duperreault, Michael Butt and Robert Mulderig. Mr. Duperreault heads excess liability insurer ACE Ltd., Mr. Butt is boss at property catastrophe reinsurer Mid Ocean Ltd. while Mr. Mulderig runs Mutual Risk Management Ltd.

The new board will also include Government minister Pamela Gordon and Bermuda Hospitals Board executive director Sheila Manderson. Though the number of women on the board will not change, by percentage it will double.

As well as Sir David, the insurance trio and two women, the proposed board includes: J.B. Astwood & Son Ltd. chairman Christopher Astwood.

Appleby, Spurling & Kempe senior counsel Geoffrey Bell.

President and managing director of William Bluck & Company Lt. Col. M.L.

Darling.

Gorham's Ltd. managing director Roderick Ferguson III.

Bermuda Telephone Company Ltd. president James King. Dr. King is also Argus Insurance Company Ltd. president.

Business consultant Scott McDonald. Mr. McDonald is a retired Bank of Nova Scotia top executive.

Jardine Matheson International Services Ltd. chairman Raymond Moore.

Bermuda Press (Holdings) Ltd. director E. Stanley Ratteray.

Royal Dutch/Shell Group of Companies, Bermuda chief executive Robert Stewart.

BF&M Insurance Group president and CEO Glenn Titterton.

Continuing directors are Messrs. Astwood, Bell, Ferguson, McDonald, Moore, Stewart, Titterton, King and Ratteray and Lt. Col. M.L. Darling and Sir David.

In a July letter to shareholders, the bank revealed plans to downsize the number of directors but did not say by how much. In a letter dated on Monday, the bank recommended shareholders approve a motion to cut the number of directors from 24 to 16. The move follows an industry trend. In the letter, the bank said for the first time it will use two-way proxies, enabling shareholders that are unable to attend to vote more easily.

The dozen directors that are not offering their names for re-election are; Alfred Blackburn Smith Ltd. director Shirley Asbury.

Hamilton Mayor William Boyle.

Bermuda Electric Light Company Ltd. chairman Neville Conyers. Mr. Conyers is also chairman of Bermuda Aviation Services Ltd. and chairman of Stevedoring Services Ltd. He is also president of Bermuda Financial Centre Ltd.

Astwood-Dickinson Company Ltd. president Thomas Dickinson.

H.A.&E. Smith Ltd. president Roger Davidson. Mr. Davidson is also Bermuda Press (Holdings) Ltd. president, the company that owns The Royal Gazette .

Gosling Brothers Ltd. president Nancy Gosling.

MBP Ltd. president Ralph Marshall.

Stuart's Ltd. president and managing director Edward Rego.

Argus Group of Companies group sales manager Gerald Simons. Mr. Simons is a former Government minister, education and environment and a former senator.

Appleby, Spurling & Kempe partner Richard Spurling.

The Knick Knack Company Ltd. president David A.J.G. White.

A.F. Smith Trading Company Ltd. chairman Anthony Smith.

Earlier, Butterfield & Company Ltd. director Walter Sharpe reached the board's mandatory retirement age.

Though the 12 are not offering their names for re-election, "in almost every case (they) have indicated they would be prepared to serve on a proposed local advisory board to assist directors in respect of Bermuda affairs,'' the bank said.

Mr. Smith said yesterday he would be among those willing to serve on the advisory board.

"I agreed with the changes. I think it's a very good move,'' he said.

The board should reflect that "internationally, the bank is now playing in a different league,'' he said.

Mrs. Gosling, also interested in participating on the advisory board, said that local issues can become overwhelmed by international ones. The advisory board, to be chaired by Sir David, will focus on local issues, which will benefit Bermuda, she said.

Brian Duperreault Sir David Gibbons Pamela Gordon