由于莱恩亲自动手挑战董事会成员和CEO，而且最近还担任执行董事一职，他本人作为董事会成员的独立性颇受质疑。2011年2月，莱恩在接受《圣荷西水星报》（the San Jose Mercury News）关于董事会变化的采访时表示：“这是我的工作。我不得不为此负全部领导责任。”而在新提名董事、新任CEO玛格丽特•惠特曼在公司年度会议上被任命为董事会成员后的一周内，惠普在未向投资者发出任何先兆的情况下宣布，惠特曼将加盟莱恩的公司凯鹏华盈（Kleiner Perkins）。这简直就是在公开表明他们之间的相互勾结。
虽然现在的董事会成员大换血可能有助于重振公司的监管（虽然实际效果尚无法确定），但是惠普确实走过了一段曲折的道路。在某种程度上，这是由于股东及其投票咨询服务公司对此前形势的误读。投资者和顾问在辨别莱恩的角色时反应缓慢。2011年，当莱恩接管他们的职位（违反了董事会指南），而董事会提名委员会完全支持莱恩的提名时，投票咨询公司ISS建议对资深提名委员会成员投反对票。另外，今年《华尔街日报》（the Wall Street Journal ）报道称，在投资者怂恿对哈莫葛伦和汤普逊投反对票时，莱恩还能用花言巧语劝说部分股东不要追随他。
Ray Lane's reign at Hewlett Packard ended Thursday, and employees should be pleased. While the former HP chair and, more recently executive chair, will remain a director, hewill no longer run the HP board. Ralph Whitworth, a shareholder activist and HP board member, will take his spot on an interim basis, HP announced. The company is eliminating the lead director position that board member Rajiv Gupta had held.
Two other directors, John Hammergren and Ken Thompson, who Lane did not handpick, will be stepping down from the board. With their departure, Marc Andreessen and Rajiv Gupta are the only two independent directors that preceded Lane and have survived the mass exodus of directors that has taken place on Lane's watch.
The immediate impetus for yet another upheaval on the beleaguered tech company's board was high shareholder votes against Lane (41% voted against him) and the two other board directors at the company's March 20 annual shareholder meeting. (46% and 45% of shareholders votedagainst Hammergren and Thompson, respectively.)
The interim time -- with Whitworth at the helm of the board -- may bode well for turning around HP's board governance. But the $64,000 question is who is fit to become chair longer term? Whitworth has pledged that the board will recruit a chair presumably outside the ranks of existing members. This is a good thing given the role of the board in so many fiascos, most recently the Autonomy debacle.
Because of Lane's hands-on approach to picking board members and the CEO -- and his recent role as executive chair, his own independence as a board member is questionable. "This was my job. I have to take full responsibility for leading this," Lane said of the board changes he'd made in an interview in February 2011 with the San Jose Mercury News. Less than a week after one of the newly nominated directors, now CEO Meg Whitman, was confirmed as a board member at the annual meeting, HP, with no forewarning to investors, announced that she would be joining Lane's firm, Kleiner Perkins. It has been all too cozy.
While the current board member shuffle may indeed help to revive oversight at the firm (and that is not certain), the company has certainly taken a twisted path to get here. In part, this is because shareholders and their proxy advisory services so badly read the situation early on. Both investors and their advisors were slow to recognize Lane's role. In 2011, proxy advisor ISS recommended voting against the old-time members of the board's nominating committee when Lane took over their role (contrary to board guidelines) while it supported Lane's nomination in full. And even this year, the Wall Street Journal reported that Lane was able to sweet-talk some shareholders into not going after him while the investors urged votes against Hammergren and Thompson.
Where to from here? It is time now for Whitworth to show he is a real activist and the prickly devil's advocate he says every board should have. To restore trust, we need to see a candid and complete report on the Autonomy debacle that outlines the culpability of HP's board and management in the matter. No whitewash.
We also need to see a pay overhaul. Rewarding a CEO who has announced 30,000 layoffs with $15 million does not represent responsible board oversight. And with the aid of the nominations committee, Whitworth needs to rework the composition of the board. Lane must go. New board members who understand their independent roles must be hired. One of them must be capable of being the constructive chair HP (HPQ) needs. Existing board members must shape up or ship out.
Will this happen? I'm not sure. The problem is that most people observing board members would view them as doing a passable job if they held large company middle-management positions, showing up and asking intelligent questions from time to time. But in board work, head bobbing (a la Automony) can be disastrous.