一般来说，公司决定公布重大战略转型时，绝大多数董事会都会将发布声明事宜交给首席执行官和公司的公关团队来完成。但是惠普股票下跌过程中，却是董事会成员亲自出马来捍卫公司的战略转变，并进行了解释——其中既包括《华尔街日报》（Wall Street Journal）专栏撰文，也包括投资者的会谈。
HP has become the new go-to example in discussions among board members on how a company's board should -- and shouldn't -- behave.
Lately, the struggling tech giant has had to continue to publicly address what it prefers to call "some confusion" related to its recently announced plans to fundamentally change its business.
The company has suffered hits both to its reputation and its stock price due to its inability to clearly articulate its overall shift in strategy and its failure to demonstrate that its plan to buy software company Autonomy for approximately $10.3 billion makes business sense.
The confusion surrounding HP's future led to precipitous drops in the company's stock price last month, with shares plummeting on August 19, the day after it made its strategy announcement. As of yesterday, HP (HPQ) stock was down 40% over the last 12 months and 44% year-to-date.
While short-term stock price movements should normally not be a concern for boards, nearly halving the value of the stock in less than nine months warrants some attention -- and a look at the board's practices.
HP's market value has been cut in half during the tenure of new board members who were appointed at the beginning of the year. Those appointments came under fire earlier this year as it became clear that HP's newly appointed chair, Ray Lane, circumvented the board's independent nominations process by involving the CEO in identifying board candidates and deciding to oversee the process himself (although he had a long-standing relationship with the CEO and was not a member of the nominations committee). This process raised concerns about the appointments from ISS, a shareholder proxy advisor, and others.
When companies decide to announce major shifts in strategy, most boards leave the talking to the CEO and the company's communications team. In HP's case, however, members of the board were out defending and explaining the company's changing direction amid the stock fallout -- both in a Wall Street Journal op-ed and in conversations with investors.
To be sure, the particularly adverse reaction to the announcements may have made the board's involvement necessary in this case, but what was the board's role in strategy supposed to be in the first place?
When Lane was explaining the appointment of the new HP board members earlier this year, he offered several conflicting views of the board's role. In a January 20 interview on CNBC, he said that the top priority for the board was "to support Leo [Apotheker, HP's CEO], to support Leo in forming his leadership, his strategy for the company…."
Lane changed his tune less than a week later. In a January 26 BusinessWeek interview, Lane said the directors "are not there to support Leo or me … they are there to take independent decisions."