????Whitworth will serve on the compensation committee, which will need to address shareholder concerns raised in this year's vote against the company's pay practices. His appointment may help bolster shareholder support for any changes the company makes.
????The agreement also bars Whitworth from aiding any campaign to institute shareholder nominations of candidates for board elections or other proposals. HP had been a prime candidate for a shareholder nominations proposal next year. Whitworth's appointment may dissuade active HP shareholders from pursuing this avenue, at least for now.
????But hopefully, Whitworth's appointment is more than just a defensive move and represents a real interest in better governance practices by executive chair Ray Lane, Gupta, and the other members of HP's board.
????In a wide-ranging discussion with me in 2006, Whitworth articulated some of his views on governance. Whitworth said that he thought being an active shareholder was important because "it comes right out of the concept of stewardship, and the contract essentially that you have with the company as a shareholder." The capital markets system, he said at the time, "doesn't work without accountability, and the accountability, of course, ultimately has to be driven by the owners…. So, you have to be active. You have to be vigilant to be a good steward of the assets that you own and to encourage excellent stewardship by those that represent you, in this case the board of directors."
????Whitworth said every board should "make sure that [they] have a couple of prickly devil's advocates around the table". He also proposed that every board needs a designated person to question a board's actions, someone who is "very independent" and will "speak their mind."
????Here's hoping that Whitworth will be that role model and voice for significantly stronger governance practices at HP. If he is, HP's decade-long corporate governance troubles may have a happy ending after all.
????Eleanor Bloxham is CEO of The Value Alliance and Corporate Governance Alliance (http://thevaluealliance.com), a board advisory firm.
