NEW YORK - WorldCom. Inc.'s board met four times last year, too few meetings for a company facing problems, corporate governance experts said yesterday.

"This is your classic cheerleader board on cruise control," said Patrick McGurn, vice president at Institutional Shareholder Services, a corporate governance and proxy analyst in Rockville.

WorldCom revealed that it hid $3.8 billion in expenses for more than a year and fabricated profits. The SEC is investigating the company's accounting practices, and the Justice Department opened a criminal investigation.

"With the company in such turmoil it is almost inconceivable they only met four times," said Paul D. Lapides, director of the corporate governance center at Kennesaw State University in Georgia.

A meeting once a quarter is the "bare minimum," said Charles M. Elson, director of the University of Delaware Center for Corporate Governance. "If a company has problems or issues the board would be expected to meet more often," he said.

WorldCom shares fell 19 percent between June and December 2001.

The board approved a series of loans and loan guarantees in 2000 and 2001 totaling $408.2 million for Bernard J. Ebbers, WorldCom's former chief executive who resigned in April, according to filings with the U.S. Securities and Exchange Commission.

"Questionable corporate governance practices come in bunches," Elston said. "That this happened is shocking, but not surprising."

Roy A. Wiggins III, assistant professor of finance at Bentley College in Massachusetts, surveyed 1,048 companies in 1997 and found that on average boards met six or seven times a year.

"I would say four meetings a year is a little on the light side," Wiggins said. "You would hope that the board might wonder."

Lapides said "the board of a company the size and complexity of WorldCom would be expected to meet eight or nine times."

The WorldCom board is composed of 12 directors. The Investors Responsibility Research Center, a corporate governance adviser to investment funds, calculates that 58 percent of the directors are independent and don't have links to the company.

Two WorldCom executives served on the board last year - Ebbers and Scott D. Sullivan, the chief financial officer. Sullivan was fired Tuesday.

"The WorldCom board may appear largely independent but it is hard to know the dynamics and links," Elson said. "The Enron board looked pretty good until it was looked at closely."

Enron, once the largest energy trader, filed the largest bankruptcy ever in December.