HP fight comes amid changes in boards
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(InfoWorld) - Hewlett-Packard Co.'s board of directors has leapt out of the mainstream with the recently disclosed scandal that's set members against each other, but changes over the past several years have made conflict on boards more likely. Boards have evolved from clubby groups of company executives and tight partners to more independent bodies, management experts said Friday. HP's messy fight, in which investigators hired by the board used possibly illegal techniques to uncover apparent leaks of confidential information by some directors, is a spectacle unto itself, they said. But directors are now more likely to call companies to account. "Boards have changed very dramatically in the last 20 years, and especially in the last 4 years," said Nell Minow, editor at The Corporate Library, a research company in Portland, Maine, that specializes in corporate governance. "There isn't a board in America that isn't much more active, much more vital, much more independent." Many boards used to be heavily laden with investment bankers and lawyers who worked for the company, and often had four or five company executives, said Harvard Business School professor Joseph Bower. That hasn't been true since at least the 1980s, as the percentage of independent members grew, he said. "I think boards are much more diligent ... than they were 15 to 20 years ago," said David Larcker, a professor at Stanford University's Graduate School of Business. "In the process, there are controversies that didn't crop up back then." The probe of HP's board, though embarrassing, was probably necessary, The Corporate Library's Minow said. "They have not been a functional board," Minow said, criticizing the handling of former Chairman, President and Chief Executive Officer Carly Fiorina's hiring and dismissal. Some of the leaks from the HP board involved discussions about Fiorina. It's hard for boards to work if there are leaks and directors don't trust each other, Minow said. Yet to find out who was leaking information, they unfortunately had to give the investigators a lot of independence. "I think they made the best of a very bad situation." The trend toward truly independent boards has accelerated with recent scandals and stepped-up regulation, Minow said. A key factor was out-of-court settlements of suits against Enron and WorldCom in recent years, in which directors who weren't involved in wrongdoing accepted some liability. "Those settlements shivered the timbers of every director in America," Minow said. Also in the past few years, companies that sell "director and officer" liability insurance have raised premiums on companies they thought didn't have enough oversight to prevent Enron-style legal meltdowns. In addition, the Sarbanes-Oxley regulations made boards more diligent by forcing companies to ensure proper oversight of accounting, cybersecurity and other issues, she said. However read, a drama like HP's is not unprecedented, according to Harvard's Bower. About 20 years ago, there was a succession battle at American Express that included leaks to the media, he said. He sees the latest board fight as another aberrant event rather than an outcome of boards becoming more independent. "Every once in a while, there are battles and people disagree strongly. And when people disagree strongly, sometimes they do silly things," Bower said.
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SAN JOSE, Calif. _ Mark Hurd, chief executive of Hewlett-Packard, finds himself perhaps in the most awkward position among all the figures in the HP boardroom spying drama.
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Disclosures by Hewlett-Packard Co. chief executive Mark V. Hurd that he failed to read a report addressed to him about the company's spying investigation are prompting governance experts to ask why the company board yesterday handed Hurd more responsibility.
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By RACHEL KONRAD  SAN FRANCISCO - Hewlett-Packard Co.'s board will file a statement with the Securities and Exchange Commission, notifying investors that the computer maker's board will refuse to nominate one director for re-election because he leaked confidential information to the media.
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This week's HP World is over, and users at the event had a lot of things on their minds.
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Hewlett-Packard acknowledged that on three occasions it considered breaking up, but each time the board unanimously decided to keep the company together.
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Hewlett-Packard Co.&#39;s board of directors considered on three separate occasions whether to break up the company, but each time directors unanimously concluded it would be best to keep HP together, HP chief executive and chairman Carly Fiorina said on
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Hewlett-Packard Co. CEO Mark Hurd announced that Board Chairman Patricia Dunn has resigned from the board, effective immediately, in the wake of a boardroom leak scandal that has swept over the company.
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HP exec Mark Hurd reaches out to employees as the company decides how to react to this week's boardroom pretexting scandal.
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HP was blasted by legislators this week, but corporate customers say the boardroom leak scandal is a minor distraction, and they still back CEO Mark Hurd.
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SAN JOSE, Calif. -- A Congressional committee on Monday asked Hewlett-Packard Co. to turn over records related to the company's possibly illegal investigation of media leaks, as the company's board planned to meet again to discuss the fate of embattled Chairwoman Patricia Dunn.
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(InfoWorld) - Like a good friend who has just gotten out of a terrible relationship, Hewlett-Packard seemed to be on the rebound and all the happier for it in recent months. After the departure of controversial CEO Carly Fiorina, the company has as of late shown newfound confidence and focus under new CEO Mark Hurd. But allâs still not well in the higher echelons of HP, as revealed in a filing the company made to the U.S. Securities and Exchange Commission. The sudden and unexpected resignation of Silicon Valley venture capitalist Thomas Perkins from HPâs board of directors in May turned into a full-blown scandal last week, spawning law enforcement and SEC investigations and a PR nightmare for HP. At the center of the controversy is a legally and ethically questionable internal investigation of leaks of confidential company information to the media dating back to 2005. According to a copy of a letter from Perkins to the HP board explaining his sudden resignation, and republished on thesmokinggun.comâs Web site (a sure sign, if ever there was one, that youâre in the PR doghouse), HP hired outside companies to obtain personal phone records of board members using âpretextingâ (thatâs âsocial engineeringâ to you and me), in which a private investigator impersonated board members to obtain details of private phone company billing statements. In his letter, Perkins says he has proof that his own phone records were âhackedâ in the investigation. Those investigations ultimately fingered George Keyworth, an HP director since 1986, as the source of information about board deliberations and other confidential information, which were leaked to the media without authorization. Keyworth acknowledged he had leaked information at a board meeting on May 18 but refused the boardâs request to step down. Perkins announced his own resignation at that meeting, citing âpersonal frustrationâ with board Chairwoman Patricia Dunn over the handling of the leak investigation. In the meantime, the dispute has spilled over into the public domain. The attorney general of California asked HP to supply information about the leak investigation. The SEC has also been in touch over the 8-K filing HP made when Perkins resigned. HP believes its disclosures in May were âaccurate and complete.â In an Aug. 31 meeting, HPâs board of directors determined that Keyworth shouldnât be nominated for another term on the board.
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The changes are in response to a complaint by Google that a feature of the operating system is anticompetitive.
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World + dog joins in The FBI, a House of Representatives committee, and the US Attorney General for northern California are all now investigating HP. They join the Securities and Exchange Commission, which is looking at how HP told the markets about the resignation of director Tom Perkins.â¦
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The fate of Hewlett-Packard boss Patricia Dunn hangs in the balance as the firm wrestles with revelations of dubious behaviour.
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PALO ALTO, California  - Hewlett-Packard   Co.HPQ.N Chairman Patricia Dunn resigned as a director on   Friday as the embattled computer maker unveiled new details of   the boardroom leak probe, including the role of chief executive   Mark Hurd.
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Almost as quickly as Carly Fiorina's tenure as chief executive officer (CEO) and chairman of the board at Hewlett-Packard (HP) came to an end, the speculation began about who may be plucked to replace her. The company announced Wednesday that the board has begun an "immediate" search for a replacement, and although Fiorina was the first CEO in HP's history to be selected from outside of the company, her replacement will probably be the second.