惠普如何避免再次失手

    眼下，惠普公司（HP）俨然已成为各公司董事会成员研讨董事会行为准则的最新首选案例。

    最近，这家苦苦挣扎的技术巨头一直不得不在众目睽睽之下疲于应付一些它宁愿称为“混乱”的问题，即与其近期宣布要从根本上改变业务模式这一计划引发的问题。

    无论是声誉，还是股价，惠普都已遭遇重创，因为它无法清晰地阐明其转型的总体战略，也无法证明，它计划以103亿美元收购软件公司Autonomy在商业上到底意义何在。

    上个月，围绕着惠普公司前景的“混乱困惑”导致公司股票遭遇重挫。8月19日，即公司公布战略转型计划的第二天，股价就出现跳水。至昨天为止，惠普的股价在过去12个月中已经跌去40%；年初至今，已跌去44%。

    通常，短期股价波动不应该是董事会担忧的问题，但不到九个月股价近乎腰斩就亟需引起重视了——那么，我们来看看惠普董事会都做了些什么。

    董事会新成员自年初接受任命以来至今这段任期内，惠普的市值已削去一半。今年年初，这些任命就已饱受抨击，因为事情的真相逐渐浮出水面：惠普的新任董事会主席雷•莱恩绕过董事会的独立任命流程，让首席执行官参与确定董事会成员的候选人，并亲自督阵这一流程（尽管他与首席执行官有多年交情，但他本人并不是任命委员会的成员）。这一流程引发了ISS及其他机构对这些的担忧。ISS是股东的代理顾问机构。

    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。

    当然，公司的相关宣布引发强烈的负面反响，惠普董事会也许确实有必要介入，但一开始，在战略制定阶段，董事会到底应该扮演什么样的角色？

    今年年初，莱恩对几位惠普董事会新成员的任命做出解释时，他对董事会的职能给出了几种自相矛盾的说法。美国全国广播公司财经频道（CNBC）1月20日对他进行了一次访谈，其间他表示，董事会的首要职责是：“支持李艾科（惠普的首席执行官），支持他形成自己的领导风格，支持他为公司制定的战略……”

    但短短一周之后，他的基调就变了。1月26日他接受《商业周刊》杂志（BusinessWeek）采访时称，董事们“不支持李艾科和我……他们自行决策。”

    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."