Hewlett-packard company corporate governance guidelines

Páginas: 13 (3212 palabras) Publicado: 30 de octubre de 2010
HEWLETT-PACKARD COMPANY CORPORATE GOVERNANCE GUIDELINES These Corporate Governance Guidelines have been adopted by the Board of Directors (the “Board”) of Hewlett-Packard Company (“HP”). The guidelines, in conjunction with the Certificate of Incorporation, Bylaws and the charters of the committees of the Board, form the framework for the governance of HP. I. Role of the Board of Directors TheBoard of Directors oversees and provides policy guidance on the business and affairs of HP. Among other things, the Board monitors overall corporate performance, the integrity of HP’s controls and the effectiveness of its legal, ethics and compliance programs. The Board selects the Chairman of the Board (the “Chairman”), if any, and the Chief Executive Officer (the “CEO”) of HP, 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. The Board also oversees HP’s strategic and business planning process. This is generally a yearround process, which includes a Board review of HP’s updated Corporate Strategic Plan, its business plan, the next year’s capitalexpenditures budget, and key financial and supplemental objectives. The Board also reviews and assesses risks facing HP and management’s approach to addressing such risks. Directors are expected to attend Board and applicable committee meetings and to review meeting materials in advance of such meetings. Directors also are encouraged to attend HP’s annual meetings of stockholders. II. DirectorLeadership The positions of Chairman and CEO may be held by the same person. When the positions of Chairman and CEO are held by the same person, or in the absence of a Chairman, the independent directors shall designate a lead independent director to serve for a term that shall not exceed two years in length. It is the policy of the Board that no director shall serve as lead independent director formore than two consecutive terms. The independent directors shall have the authority to depart from the foregoing policy relating to the term of service of the lead independent director if they determine that it is in the best interests of HP to do so in specific instances. The lead independent director, with the Chairman, if any, and the CEO, schedules and sets the agenda for meetings of the Board,and the Chairman, if any, chairs such meetings. The lead independent director chairs Board meetings in the absence of a Chairman, presides at executive sessions, serves as a liaison between the CEO and independent directors, coordinates information sent to the Board, approves meeting schedules to ensure sufficient time to cover all agenda items, is available for consultation and directcommunication with major stockholders upon request and performs such other functions and responsibilities as requested by the Board from time

to time. The lead independent director will encourage direct dialogue between all directors (particularly those with dissenting views) and management. III. Director Independence A substantial majority of the directors must be independent and no more than three ofthe directors may not be independent under HP’s independence standards set forth in Exhibit 1, which is consistent with the New York Stock Exchange, Inc. director independence standards, as currently in effect. In addition, HP does not make substantial charitable contributions to organizations with which a director is affiliated, although such organizations are not excluded from HP’s charitabledonation matching program. IV. Board Membership Criteria Directors should have the highest professional and personal ethics and values, consistent with HP’s longstanding values and standards. They should have broad experience at the policy-making level in business, government, education, technology or public service. They should be committed to enhancing stockholder value and should have sufficient...
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