Corporate Governance

Hewlett Packard www.hp.com

- Sudhanshu Saxena (MPE100415)

HEWLETT-PACKARD COMPANY
CORPORATE GOVERNANCE GUIDELINES
Adopted by the Board of Directors of HP in conjunction with the below framework for the governance of HP.

1.

Role and Responsibilities of the Board of Directors :

Overall corporate performance and oversees and provides policy guidance. The integrity of HPs controls and the effectiveness of its legal, ethics and compliance programs. selection the Chairman of the Board and CEO , elects officers, designates which executive officers are officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, (Section 16 Officer), and oversees management HPs strategic and business planning process. The next years capital expenditures budget, and key financial and supplemental objectives. The Board also reviews and assesses risks facing HP and managements approach to addressing such risks. Attend Board and applicable committee meetings and to review meeting materials in advance of such meetings. Directors also are encouraged to attend HPs annual meetings of stockholders

2.

Board Leadership :
The position of Chairman currently is held by an independent director. The Chairman oversees the planning of the annual Board calendar, and, with the CEO, in consultation with the other directors, schedules and sets the agenda for meetings of the Board and leads the discussion at such meetings. chairs HPs annual meetings of stockholders .

HP Corporate Governance Framework Cont.

3. Director Independence :
Substantial majority of the directors must be independent and inline with New York Stock Exchange director independence standards, as currently in effect. HP does not make substantial charitable contributions to organizations with which a director is affiliated, although such organizations are not excluded from HPs charitable donation matching program.

4.

Board Membership Criteria

Directors should have the highest professional and personal ethics and values, consistent with HPs longstanding values and standards. enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience

5. Election of Directors :
The Board proposes a slate of nominees , directors are elected annually by the stockholders at the annual meeting .

HP also has adopted a policy whereby any incumbent director who receives a greater number of votes against his or her election than votes for such election will tender his or her resignation for consideration by the Nominating and Governance Committee .
Stockholders also may nominate directors for election at HPs annual meeting of stockholders by following the provisions set forth in HPs bylaws.

HP Corporate Governance Framework Cont.

6. Board Size :
number of directors is determined by the Board within a specified range . The Boards size is assessed at least annually by the Nominating and Governance Committee in consultation with the Chairman. Directors serve for a one-year term and until their successors are elected There are no limits on the number of one-year terms that may be served by a director. Employee directors are expected to submit their resignation from the Board at the time they retire or resign from HP.

7. Term of Office :

8. Employee Director Retirement : 9. Number and Composition of Board Committees Executive Sessions :

The Board currently has five standing Committees: (i) Audit, (ii) Finance and Investment, (iii) HR and Compensation, (iv) Nominating and Governance, and (v) Technology. Each committee is chaired by an independent director who determines the agenda, frequency and length of committee meetings Each non-employee director generally serves on more than one committee. The Nominating and Governance Committee, working with the Chairman, will make recommendations to the Board on committee assignments and appointments of directors to serve as Chairmen of committees. Committee charters are posted on HPs website.

HP Corporate Governance Framework Cont.

10. Executive Sessions : The Board expects to hold executive sessions of independent directors at each Board meeting, but in any event will hold such executive sessions at least three times per year 11. Standards of Business Conduct : HP has and will continue to maintain a code of conduct, known as the "Standards of Business Conduct that is applicable to directors, officers and employees 12. Succession Planning : The Board plans for succession of the CEO including in relation to senior management selection and succession planning that is undertaken by the HR and Compensation Committee . 13. Director Compensation : Independent directors will receive compensation that is competitive, links to business results and stockholder returns, and facilitates increased ownership of HP stock. Director compensation generally consists of a combination of cash and equity. Employee directors are not paid additional compensation for their services as directors.

HP Corporate Governance Framework Cont.

14 .Board Access to Senior Management : Directors are encouraged to talk directly to any member of management regarding any questions or concerns the directors may have 15. Director Orientation and Education : 16. Evaluation of Board and Committee Performance : Committees assess their performance relative to their charter and to best practices. 17. Chief Executive Officer Performance Review and Succession : The Board annually reviews the performance of the CEO. 18. Stock Ownership Guidelines : HR and Compensation Committee over a reasonable period of time, the CEO should attain an investment position in HPs stock equal to fivetimes the CEOs base salary, and all other Executive Council members (the CEOsexecutive direct reports) should attain an investment position equal to three times their base salary.

. HP Corporate Governance Framework

Cont.
19 . Review of External Board Memberships by HP Executives : The Nominating and Governance Committee reviews and concurs in the election of any employee director and any Section 16 executive officer to outside, for-profit board seats. 20. Non-Employee Directors Whose Responsibilities Change : An independent director whose job responsibilities change materially from when the director was elected to the Board is expected to volunteer to resign from the Board.

21. Authority to Retain Advisors :

The Board and each committee will have the authority, at HPs expense, to retain and terminate independent advisors as the Board and any such committee deems necessary .

HP Corporate Governance Framework Cont.

22. Communication :
The CEO is responsible for establishing effective communications with HPs stakeholder groups, i.e., stockholders, customers, employees, suppliers, media, government and corporate partners. In limited circumstances, the Chairman will speak on behalf of the Board. All communications with stakeholder groups will be authorized by the office of the CEO or its delegates.

Determining independence of Directors

A director will not be considered independent in the following circumstances: The director is, or has been within the last three years, an employee of HP, or an immediate family member of the director is, or has been within the last three years, an executive officer of HP. The director has been employed as an executive officer of HP, its subsidiaries or affiliates within the last five years. The director has received, or has an immediate family member who has received, during any twelvemonth period within the last three years, more than $100,000 in direct compensation from HP, other than compensation for Board service, compensation received by a directors immediate family member for service as a non-executive employee of HP, and pension or other forms of deferred compensation for prior service with HP that is not contingent on continued service. (A) The director or an immediate family member is a current partner of the firm that is HPs internal or external auditor; (B) the director is a current employee of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and who participates in the firms audit, assurance or tax compliance (but not tax planning) practice; or (D) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on HPs audit within that time. The director or an immediate family member is, or has been in the past three years, employed as an executive officer of another company where any of HPs present executive officers at the same time serves or has served on that companys compensation committee. The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, HP for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other companys consolidated gross revenues.

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HP Controversial CEOs and failure of Corporate governance : Tone at the top 1. Failure 1 ::::
CEO Mark Hurd, who left in August after an investigation by the Palo Alto, California-based company found he violated HPs business conduct standards in trying to hide a personal relationship with a contractor. Affects : Story Doesnt end here Shareholder lawsuits allege that HP directors wasted company money by awarding Hurd as much as $53 million in severance and other benefits . 2 . Failure 2 ::: CEO Carly Fiorina In the past decade, HPs board was criticized for the way it handled leaks to the media related to former CEO Carly Fiorina who left in February 2005 after the acquisition of Compaq hadnt yet delivered the results she promised. HP director Tom Perkins resigned in 2006 in protest over a company probe of the leaks. Chairwoman Patricia Dunn was ousted the same year amid the fallout from an investigation that showed private investigators 3 . Possible Failure 3:::: because of current CEO Leo Apothekerwho replaced Mark Hurd . Recently Leo Reshapes Board With Directors very well Connected to him . http://www.bloomberg.com/news/2011-01-26/hewlett-packard-reshapes-board-with-directorsconnected-to-ceo-apotheker.html

HP CSR Initiatives
HP LIFE : Worldwide HP Learning Initiative for Entrepreneurs (HP LIFE) strives to respond to challenges . http://www.life-global.org/ E-Inclusion is the companys global vision of a world in which all people have access to the social and economic opportunities of the 21st century and can use technology as a means to learn, work and thrive . Hp Major CSR initiative in South Africa : Education & Training: improving the quality of education and training in rural education institutions; providing the resources and tools for this purpose; and focusing on mathematics and science subjects, an area identified nationally as being of prime importance. Health & Social Welfare: drawing attention to and raising awareness around the HIVAids threat; focusing on the plight of women and children, as well as human rights and environmental issues; and providing online and other kinds of technologies to healthcare providers to assist in diagnostics and collaboration. Small to Medium Enterprises (SMES): creating opportunities for SMEs in rural communities, with a special focus on agricultural and mining initiatives

HP CSR Initiatives

Cont.

HP Encourage there employee to be a part of CSR by offering events like Marathon to help backward social group , Blood donation camps , etc. .. Also arrange Camps in rural areas to make them aware about education.
Bangalore, September 19, 2008: MphasiS, an HP Company, announced its partnership with Confederation of Indian Industry (CII) Karnataka to implement Namma Halli (Our Village) as a Corporate Social Responsibility Initiative. MphasiS will work with Srinivasa Services Trust (SST) on the project in Doora Village, Mysore District, Karnataka.

HP Risk Management and Compliance

How mature are your controls? In business
Protect your revenue and reputation and avoid fines or criminal liability imposed by regulations like Sarbanes-Oxley, HIPAA or PCI DSS. With HP Risk Management and Compliance Services you can manage risks and costs. Business operates with a certain amount of riskwithout it business doesnt move forwardbut you can manage the risk in your environment.

Integrated Assessments :
Using HP comprehensive ITIL-based Information Security Service Management (ISSM) reference model, we look at your total environment and controls. By examining the whole environment, you gain a broader perspective of your needs and may be able to cut costs or redirect spending to the areas of greatest need.

Information Security Risk : Assess your risk based on the controls defined in
ISO 27002 .

HP Risk Management
Account Security Governance Services :

Cont.

For IT outsourcing clients, this service provides an assigned HP account security officer as a single point of contact and coordination for all your security and compliance related issues. He or she works with you to improve your security controls and policies. Security Training and Awareness : We develop an on-going security awareness program for your personnel by training them on important security practices. The program is carefully monitored and measured to show improvement over time. People are too often the weakest link of a security program and security awareness training in your company can significantly reduce your vulnerabilities. Information Security Continuance Plan : We help your company develop an ongoing security plan using our ISSM reference model to meet the controls defined in ISO 27001. We show you how mature your environment is and how your maturity has improved over time. Our experts provide positive reinforcement for business and IT personnel so they can continue to improve your company.

HP Committee Composition

HP Executive Team Members detail : http://www8.hp.com/us/en/company-information/executive-team/team.html

References
HP corporate Governance practices : http://h30261.www3.hp.com/phoenix.zhtml?c=71087&p=irol-govboard