HP’s sleight of hand

Sep 23, 2011

By Eleanor Bloxham, CEO, The Value Alliance and Corporate Governance Alliance

FORTUNE -- At HP, shareholders need to hold onto their wallet and take a look -- not at the distraction of Meg Whitman becoming CEO, but at what Ray Lane’s continuing work at the helm will bring as he expands his span of control by moving from the position of independent to executive chair. Whitman and Lane have a close relationship and Lane will now be even more involved in how HP is run.

Lane caused another distraction during yesterday’s announcement when he blamed Apotheker for communications missteps. It only belies the fact that Lane himself had been out on the communications trail, speaking to investors directly about HP’s (hpq) strategy, without Apotheker on the scene.

Going forward, shareholders need to watch Lane and whether there are any effective checks on his control of both HP’s board and management team.

For example, who will become the lead independent director? If governance mattered much to HP’s board, they would have announced that yesterday.

It was Lane who set up this new board this year and who controlled the nominations process for the new members. As a result, the new members are not truly independent of Lane. Lane also determined who among the old directors would remain on the board. All HP board members owe their seat to Lane.<!-- more -->

Perhaps HP needs a board member who was not elected last year at Lane’s behest to act as the new lead independent director. What are the chances that HP will have an effective process to choose who the lead independent director will be -- and kind of power will the lead independent director really have?

What will Lane’s job description as executive chair be? Will it be documented so shareholders can understand it and will it be carefully circumscribed? And how will the independent chairs of the committees for the HP board be determined going forward?

These may seem like arcane governance issues but they can make a big difference in how a board is run – and how well it acts as an effective control of a company’s executives: in this case, both the executive chair and the CEO.

Even more to the point, can shareholders influence this board’s composition and its lack of real independence? Can shareholders demand change to the board and its operations in a timely way -- to save this struggling company from further downward spirals?

As of the time of HP’s annual proxy filing in March 2011, Blackrock (blk) was the only large (over 5%) stock owner. But Blackrock’s ownership in HP has dropped from 6.9% to 4.96%, according to an August 8 filing.

This means shareholders will need to act in concert to have an impact. One boon for shareholders for next year’s annual meeting: SEC rules that went into effect earlier this week will allow shareholders to change company’s governance procedures when it comes to director nominations, which could give shareholders power to nominate directors.

But even next annual meeting may be too late to turn HP’s governance around. In the meantime, will there be any demands for change? Watch Lane and the board’s oversight in the coming months. That’s where the real action (and inaction) will be.

Eleanor Bloxham is CEO of The Value Alliance and Corporate Governance Alliance (http://thevaluealliance.com), a board advisory firm. 

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