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Shareholders win inspite HP "circling of the wagon" strategy

Story posted on: March 14, 2007



During the meeting, HP shareholders were to vote on 6 proposals, including the election of new board directors, the appointment of Ernst&Young as HP's accounting firm, the separation of Church and State (i.e. separating the roles of CEO and Chairman... excuse my French!), systematic shareholders' approval of a "poison pill", which makes it harder for a hostile takeover to succeed, and link executives' compensation to the company's performance. They was fierce debates about the latest 3 proposals. The last two (poison pill and pay-to-perform) won shareholders approval against HP's board opposition. A significant blow to HP CEO who managed to stay stoic while the results were announced.


Here's what the shareholders had to say about democratising the board election process,

This is not a level playing field. Director elections have more in common with totalitarian, one party election than the American-style democracy. Proxy access levels the field and gives a real vote to shareholders.
Furthermore,
You stated that allowing shareholders nominating directors will be "allowing special interest directors to be potentially elected". However, the proposal allow shareholders with 3% or more with HP shares outstanding to nominate. The board of directors and management combine own less than 1% of HP's shares. By your own logic, every nominee that the board puts forward is going to be a special interest director.
On separating the roles of CEO and Chairman:
2 out of 3 of the compensation committee are CEOs, and with such an unbalance CEO pay at this company, it would be good not having 2 out of 3 CEOs setting the CEO's pay. If we had a separate chairman, he could be more attentive to good governance items like this.
Or,
At this meeting, we should be encouraged to have an opportunity to discuss the board election and to express any question to our auditor. But we haven't had that. This is another instance of shortfall in corporate governance that I believe an independent person could helps rectify.
Not really a walk in the park for *pauvre* Mark Hurd, I should say!




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