Viacom (VIA) - Get Report rejiggered its board to improve corporate governance, but left executive compensation little changed last year.

In a Monday evening filing, the media and entertainment conglomerate said it was reducing the size of its board of directors while increasing the number of independent directors.

Meanwhile, the pay of Viacom's top executives held steady in 2002, though a greater portion than in 2001 was paid in cash rather than stock options.

Viacom's shares fell 13 cents Tuesday to trade at $40.

As part of what the company called its "ongoing commitment to enhance corporate governance," Viacom is reducing the representation of management and related parties on its board. Instead of a 18-person board of directors including 10 independent directors, the company will now have a 17-member board with 11 independents.

Leaving the board will be Les Moonves, chief executive of Viacom's CBS unit, and Brent Redstone, the son of Viacom CEO Sumner Redstone, along with two independent directors, including

Akamai Technologies

(AKAM:Nasdaq) CEO George Conrades.

In their place, Viacom is appointing three independent directors: former Bear Stearns Chairman Ace Greenberg, former Senator and Secretary of Defense William Cohen, and former Secretary of Health, Education and Welfare Joseph Califano.

Meanwhile, the salary and bonus package received by Sumner Redstone and Chief Operating Officer Mel Karmazin in 2002 each amounted to $20.1 million, up 32% from the prior year. At the time the men were granted options in 2002, the package for each was valued at $13.8 million, down from the options grants valued at $19.2 million when they were awarded in 2001.

In comparison, the salary of

AOL Time Warner

(AOL)

Chief Executive Dick Parsons held steady at $1 million in 2002, while his options package dropped from $66.6 million to $2.1 million. Of course, AOL Time Warner had a much worse year in 2002 than did Viacom, with AOL Time Warner's stock dropping 59% compared to Viacom's 8% decline.

Viacom's compensation committee noted in the company's preliminary proxy filing Monday night that it had considered "a number of factors" in determining executive bonuses, "including the role played by the executive officers in achieving record operating results in an extraordinarily difficult environment."