Tuesday, September 19, 2006

Corporate Governance Blog: Increasing Pressure on Board Members: The Case of Hewlett-Packard


As news continues to develop in the story of Hewlett-Packard Co.'s board, shareholders await the fate of board members, particularly the H-P board's Chair Patricia Dunn. At issue is the board's conduct during the investigation of its own board members regarding leaks to the media, the use of investigation tactics known as "pretexting," and the possible criminal and civil legal exposure that those tactics present. With H-P's annual meeting typically being held in March, there is no immediate opportunity on the horizon for shareholders to weigh in on the current dysfunction in the board room. We invite you to share your comments on the board's actions in this blog.

From a corporate governance perspective, we are usually exposed to disagreements between boards and their shareholders, shareholders and management, or boards and CEOs. Rarely have shareholders seen boardroom infighting to such a significant degree and in such a public light. But as pressures increase in boardrooms, it is likely that we will continue to see public boardroom disagreements. However, the investigation conducted by H-P's board goes beyond a boardroom disagreement. What could be more dysfunctional than board members investigating each other? The job of a public company director is already difficult and demanding. Do board members need to add to the list - the inability to have a dissenting opinion and the feeling that their fellow board members are tracking their phone logs?

See full Article.