On well-run boards of directors, it's business as usual--except in a super-sized way--as new rules and heightened external expectations comingle. Outside directors talk about the gravity of this new environment, their roles, due diligence and stakeholder expectations.
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Imagine the tension in the boardroom of Hewlett-Packard Co. during the seven weeks between firing CEO Carly Fiorina and hiring Mark Hurd on March 29. The board had gone through the process of parting company with the embattled Fiorina, following a tumultuous five and a half years of stock-price declines, company infighting, loss of key executives, shareholder battles and a questionable acquisition and strategy, etc.
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At any time, firing and hiring a new chief for an $80 billion public company is likely to be a pressure-packed situation for all involved. "It was very intense," says Robert L. Ryan. The just-retired senior vice president and CFO of Medtronic Inc. (he retired in April 2005) had joined HP's board in 2004 and chairs its audit committee.
In the high-stakes business climate of 2005--as the case of HP illustrates--eyes are clearly focused on the actions of the board of directors, and expectations are higher than ever.
In this case, the CEO ouster was due to strategic differences between Fiorina and the board. HP's board level of involvement in the CEO selection, says Ryan, was higher than any other he's experienced in his 25 years of board service. Early on in the process, he says, there was agreement among the members that each would "do what it took" to get this done. They laid out the criteria, engaged a search firm, planned interviews and screened candidates. Each also traveled cross-country, as necessary, to personally meet with the final candidates and ultimately bring in NCR Corp.'s former CEO Hurd.
Corporate governance across the landscape of Corporate America has been notched up, and while it may be that the vast majority of boards have been well-run, now even these good boards are taking heed.
"Boards are taking their responsibilities more seriously than ever," says Ryan, who believes this new environment "is causing directors to ask a lot more pointed questions, and be a lot less tolerant. It's also causing directors to hold CEOs much more accountable." Besides HP, he also serves on the board of UnitedHealth Group, where he was the prior audit-committee chair. In total, over the past 25 years, he's served on six boards.