????眼下，惠普公司（HP）儼然已成為各公司董事會成員研討董事會行為準則的最新首選案例。

????最近，這家苦苦掙扎的技術巨頭一直不得不在眾目睽睽之下疲于應付一些它寧愿稱為“混亂”的問題，即與其近期宣布要從根本上改變業務模式這一計劃引發的問題。

????無論是聲譽，還是股價，惠普都已遭遇重創，因為它無法清晰地闡明其轉型的總體戰略，也無法證明，它計劃以103億美元收購軟件公司Autonomy在商業上到底意義何在。

????上個月，圍繞著惠普公司前景的“混亂困惑”導致公司股票遭遇重挫。8月19日，即公司公布戰略轉型計劃的第二天，股價就出現跳水。至昨天為止，惠普的股價在過去12個月中已經跌去40%；年初至今，已跌去44%。

????通常，短期股價波動不應該是董事會擔憂的問題，但不到九個月股價近乎腰斬就亟需引起重視了——那么，我們來看看惠普董事會都做了些什么。

????董事會新成員自年初接受任命以來至今這段任期內，惠普的市值已削去一半。今年年初，這些任命就已飽受抨擊，因為事情的真相逐漸浮出水面：惠普的新任董事會主席雷?萊恩繞過董事會的獨立任命流程，讓首席執行官參與確定董事會成員的候選人，并親自督陣這一流程（盡管他與首席執行官有多年交情，但他本人并不是任命委員會的成員）。這一流程引發了ISS及其他機構對這些的擔憂。ISS是股東的代理顧問機構。

????一般來說，公司決定公布重大戰略轉型時，絕大多數董事會都會將發布聲明事宜交給首席執行官和公司的公關團隊來完成。但是惠普股票下跌過程中，卻是董事會成員親自出馬來捍衛公司的戰略轉變，并進行了解釋——其中既包括《華爾街日報》（Wall Street Journal）專欄撰文，也包括投資者的會談。

????當然，公司的相關宣布引發強烈的負面反響，惠普董事會也許確實有必要介入，但一開始，在戰略制定階段，董事會到底應該扮演什么樣的角色？

????今年年初，萊恩對幾位惠普董事會新成員的任命做出解釋時，他對董事會的職能給出了幾種自相矛盾的說法。美國全國廣播公司財經頻道（CNBC）1月20日對他進行了一次訪談，其間他表示，董事會的首要職責是：“支持李艾科（惠普的首席執行官），支持他形成自己的領導風格，支持他為公司制定的戰略……”

????但短短一周之后，他的基調就變了。1月26日他接受《商業周刊》雜志（BusinessWeek）采訪時稱，董事們“不支持李艾科和我……他們自行決策。”

????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."