The Dysfunctional Board: Causes and Cures
Hewlett-Packard presents a cautionary tale of the damage caused by distrust and dissension within the boardroom. In fall 2006, Hewlett-Packard became embroiled in a headline-grabbing scandal and disgrace when the media reported that the board had authorized the use of possibly illegal tactics to determine the source of boardroom leaks. In the resulting publicity, the underlying problem - the breach of the directors' obligation to maintain the confidentiality of corporate information - was often overlooked. More recently, Dow Chemical announced that it had fired two senior executives, one of whom was a director, for allegedly engaging in unauthorized talks to sell the company. In another well-publicized "civil war," in 2005 Morgan Stanley replaced its CEO and substantially reshaped its board of directors.
What confluence of events can cause governance at highly-regarded corporations to go awry? This symposium will explore the causes of dysfunctional boards and attempt to formulate some possible cures.