UnionBanCal Corporation and Union Bank Name New Members of Board of
NEW YORK & SAN FRANCISCO -- June 6, 2014
UnionBanCal Corporation, and its primary banking subsidiary, Union Bank, N.A.,
announced several changes to the composition of its board of directors.
Effective today, four new members have joined the board of UnionBanCal
Corporation and Union Bank, N.A. as outside directors: Michael D. Fraizer, Ann
F. Jaedicke, Henry R. Keizer and Toby S. Myerson.
Michael D. Fraizer (Photo: Business Wire)
Michael D. Fraizer (Photo: Business Wire)
On July 1, 2014, when The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU), a
subsidiary of Mitsubishi UFJ Financial Group, Inc., integrates BTMU’s U.S.
branch banking operations with Union Bank, N.A., the new legal name of the
bank will be MUFG Union Bank, N.A. and the legal name of the holding company
will be MUFG Americas Holdings Corporation. As of July 1, Messrs. Fraizer and
Keizer and Ms. Jaedicke will serve as board members of MUFG Union Bank, N.A.
and MUFG Americas Holdings Corporation; Mr. Myerson will only serve on the
board of MUFG Union Bank, N.A.
Continuing their board service with UnionBanCal Corporation and Union Bank are
four long-time outside directors: Christine N. Garvey, Mohan S. Gyani, Barbara
L. Rambo and Dean A. Yoost. All four will continue their term when the legal
name of the bank and holding company change on July 1, 2014.
The following four directors affiliated with MUFG will complete the board of
directors for MUFG Union Bank, N.A. and MUFG Americas Holdings Corporation:
Takashi Morimura, Masashi Oka, Katsumi Hatao and Hironori Kamezawa. Mr.
Morimura is Deputy President of BTMU and Chief Executive of BTMU’s Global
Business Unit. Mr. Oka is President and Chief Executive Officer of UnionBanCal
Corporation and Union Bank, as well as Chief Executive Officer for the
Americas of BTMU. Effective July 1, Mr. Oka will serve as Executive Chairman
of MUFG Americas Holdings Corporation and MUFG Union Bank, N.A.
Mr. Hatao is Deputy CEO for the Americas and Chief Executive, Headquarters for
the Americas of BTMU. Effective July 1, Mr. Hatao will serve as Chief
Executive Officer of MUFG Americas Holdings Corporation and MUFG Union Bank,
N.A. as well as Chief Executive Officer for the Americas of BTMU. Mr. Kamezawa
is Deputy Chief Executive, Headquarters for the Americas of BTMU and will
serve as Deputy CEO for the Americas of BTMU effective July 1. He was
previously General Manager of Global Markets Planning Division for BTMU. Mr.
Kamezawa will also begin his term on the board of MUFG Americas Holdings
Corporation and MUFG Union Bank on July 1, 2014.
Effective today, the following members of the board of directors of
UnionBanCal Corporation and Union Bank will retire: Aida M. Alvarez, Takeo
Hoshi, Ph.D., Nicholas B. Binkley, L. Dale Crandall and Murray H. Dashe.
Effective July 1, Katsunori Nagayasu, Chairman of BTMU, will retire as a board
member of UnionBanCal Corporation.
“We are truly grateful for the distinguished service, deep expertise and wise
counsel of these valuable board members, who’ve contributed to our success
over many years,” said Mr. Oka. “They’ve helped guide us to this
transformational stage, and have been invaluable as we formed an integrated
bank that will be a highly competitive force in the U.S.”
Background of New Outside Directors
Michael D. Fraizer – Mr. Fraizer is the former Chairman and Chief Executive
Officer of Genworth Financial, Inc., a life and mortgage insurer. Prior to
Genworth Financial, he served over a 20-year period as CEO of a number of
business units at General Electric, including GE Insurance, GE Financial
Assurance and GE Capital Commercial Real Estate Financing and Services. He
also served as a member of the board of directors of GE Capital. Mr. Fraizer
also was president of GE Japan early in his career at General Electric, which
began in 1980. He is currently a Senior Advisor at The Frontier Project, a
boutique consulting investor in the health care industry. He is also an
Operating Advisor at Blue Heron Capital, an early stage private equity
portfolio focused on healthcare, information technology services and business
Ann F. Jaedicke – Ms. Jaedicke is the former Deputy Comptroller for Compliance
Policy with the Office of the Comptroller of the Currency, where she spent 33
years in a number of senior roles, including National Bank Examiner, Director
for Multinational Banking and Deputy Comptroller for Supervision Operations.
Ms. Jaedicke also served as chair or member of the following regulatory
committees: OCC Committee on Consumer Issues, FFIEC Task Force for Consumer
Compliance, OCC Enforcement Committee and the OCC Bank Secrecy Act/Anti-Money
Laundering Committee. After her government service, she joined Promontory
Financial Group as Managing Director.
Henry R. Keizer – Mr. Keizer formerly served as Deputy Chairman and Chief
Operating Officer of KPMG LLP, where he served in a number of key leadership
positions prior to retiring at the end of 2012 after 35 years with the firm.
As an advisor to top U.S. multinational companies, Mr. Keizer provided
guidance on global capital markets, financial reporting practices, enterprise
risk and control assessments, and operating and governance matters.
Toby S. Myerson – Mr. Myerson is a partner at the law firm Paul, Weiss,
Rifkind, Wharton & Garrison, LLP. He is a member of the Corporate Department
and is co-head of the firm’s Global Mergers and Acquisitions Group, where he
specializes in mergers and acquisitions of public and private companies,
leveraged buyouts, corporate governance and strategic counsel to boards of
He is a member of the advisory board of the Harvard Law School Program on
Corporate Governance and a member of the board of directors of Japan Society
Inc. Mr. Myerson is recognized as one of the leading Corporate/M&A lawyers in
the United States by Legal 500 and by Chambers USA and was chosen by his peers
for The Best Lawyers in America in banking, corporate law, and mergers and
About The Bank of Tokyo–Mitsubishi UFJ, Ltd. and the Mitsubishi UFJ Financial
The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) is Japan's premier bank, with a
global network spanning more than 40 countries. BTMU offers an extensive scope
of commercial and investment banking products and services to businesses,
governments and individuals worldwide. In the Americas, BTMU has offices
throughout the United States, Canada, and Central and South America serving
mainly corporate clients. BTMU's parent, Mitsubishi UFJ Financial Group, Inc.
(MUFG), is one of the world's leading financial groups, with total assets of
more than JPY 258 trillion (approximately US$2.55 trillion) as of December 31,
2013. MUFG's services include commercial banking, trust banking, securities,
credit cards, consumer finance, asset management and leasing. The Group's
operating companies include BTMU, Mitsubishi UFJ Trust and Banking Corporation
(Japan's leading trust bank), and Mitsubishi UFJ Securities Holdings, one of
Japan's largest securities firms. MUFG's shares trade on the Tokyo, Nagoya and
New York (NYSE:MTU) stock exchanges.
About UnionBanCal Corporation & Union Bank, N.A.
Headquartered in San Francisco, UnionBanCal Corporation is a financial holding
company with assets of $107.2 billion at March 31, 2014. Its primary
subsidiary, Union Bank, N.A., provides an array of financial services to
individuals, small businesses, middle-market companies and major corporations.
The bank operated 422 branches in California, Washington, Oregon, Texas,
Illinois, New York and Georgia, as well as two international offices, as of
March 31, 2014. UnionBanCal Corporation is a wholly-owned subsidiary of The
Bank of Tokyo-Mitsubishi UFJ, Ltd., which is a subsidiary of Mitsubishi UFJ
Financial Group, Inc. Union Bank is a proud member of the Mitsubishi UFJ
Financial Group (MUFG, NYSE:MTU), one of the world’s largest financial
organizations. In July 2013, American Banker Magazine and the Reputation
Institute ranked Union Bank #1 for reputation among its customers. Visit
www.unionbank.com for more information.
The following appears in accordance with the Private Securities Litigation
Reform Act. This press release includes forward-looking statements that
involve risks and uncertainties. Forward-looking statements can be identified
by the fact that they do not relate strictly to historical or current facts.
Often, they include the words “believe,” “continue,” “expect,” “target,”
“anticipate,” “intend,” “plan,” “estimate,” “potential,” “project” or words of
similar meaning, or future or conditional verbs such as “will,” “would,”
“should,” “could” or “may.” They may also consist of annualized amounts based
on historical interim period results. Forward-looking statements in this press
release include statements regarding revenue growth, strategic opportunities,
our aspiration to become one of the top 10 U.S. financial groups, and expected
benefits and effects of the integration for customers and communities. There
are numerous risks and uncertainties that could and will cause actual results
to differ materially from those discussed in the forward-looking statements.
Many of these factors are beyond our ability to control or predict and could
have a material adverse effect on UnionBanCal’s financial condition, and
results of operations or prospects. For more information about factors that
could cause actual results to differ materially from our expectations, refer
to UnionBanCal’s reports filed with the Securities and Exchange Commission
(SEC), including the discussions under “Management’s Discussion & Analysis of
Financial Condition and Results of Operations” and “Risk Factors” in
UnionBanCal’s Annual Report on Form 10-K for the year ended December 31, 2012
and Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, as
filed with the SEC and available on the SEC’s website at www.sec.gov. Any
factor described above or in UnionBanCal’s SEC reports could, by itself or
together with one or more other factors, adversely affect UnionBanCal’s
financial results and condition. All forward-looking statements included in
this press release are based on information available at the time of the
release, and we assume no obligation to update any forward-looking statement.
Photos/Multimedia Gallery Available:
Daniel Weidman, (213) 236-4050
Thomas Taggart, (415) 765-2249
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