
A company's board is supposed to represent the interests of the shareholders. True, this is not always the case, as seen with the meltdowns at Enron.
One key power of the board is to fire the CEO. It is very rare but can be effective. This happened when Charles Schwab returned to his company several years ago.
And there's the case of Hewlett-Packard in which the board unseated its former CEO, Carly Fiorina. Since then, HP has been a stand-out performer. While Fiorina had lots of vision it appears that HP needed old-fashioned operational skills. That's what the company's current CEO, Mark Hurd, has brought to the table. I did a recent piece on him for BloggingStocks.com: HP's Mark Hurd, the Next Jack Welch?
Now, according to a Wall Street Journal article, it looks like one of HP's board members took extraordinary means to rid Fiorina. That is, there were a variety of press leaks. According to an internal investigation by HP the leaker was George Keyworth, a member of HP's board for 20 years.
As a result the board decided to fire Keyworth. Interestingly enough he just said "no." But the board indicated it will not name him on the slate for the next annual meeting.
In fact because of this drama, another long-time board member Tom Perkins, resigned from the HP board back in May when the investigation was disclosed to the board.
All this would make for a good law-school exam question. On the one hand, a board member is held to extreme confidentiality. If there are problems dealing with a CEO the board member should take the necessary steps in accordance to the company's bylaws and fiduciary duties.
At the same time, it is Orwellian for a company to investigate the private matters of a board member. Basically, HP used pretexting, in which a private investigator calls a phone company and impersonates another person.
Is this really good corporate governance? If anything it is fairly creepy.
Given the requirements of Sarbanes-Oxely and excessive shareholder litigation, it is no surprise that companies are having a difficult time recruiting board members. And in light of HP's pretexting it certainly won't make things any easier.
The story is likely not to die down, either. After all, Fiorina has a new book coming out, Tough Choices: A Memoir
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Tom Taulli is the author of various books, including the Complete M&A Handbook and operates InvestorOffering.com.