September 06, 2006

HP filing reveals details of in-fighting, leaks

George Keyworth won't be nominated for re-election to HP's board amid allegations he leaked confidential info

All's still not well in the higher echelons of Hewlett-Packard as revealed in a filing the company made to the U.S. Securities & Exchange Commission (SEC).

The brouhaha relates to the sudden and unexpected resignation of Silicon Valley venture capitalist Thomas Perkins from HP's board of directors in May. The co-founder of leading IT investment firm Kleiner Perkins Caufield and Byers, Perkins has strong ties to HP dating back to the 1960s when he ran the company's research department and including a previous stint on HP's board of directors from 2002 to 2004.

Back in May, HP provided no reason for Perkins' resignation, but according to an 8-K filing HP made to the SEC Wednesday, he quit over concerns with the HP board's handling of investigations into leaks of confidential information.

In the filing, HP confirms that the company has suffered "multiple leaks of confidential HP information," including information relating to the closed-door deliberations of its board, dating back to at least 2005.

To try and stem the leaks and identify the culprit, HP turned to an external legal counsel who interviewed the board's directors in early 2005 and got each of them to recommit to their duty of confidentiality. The interviews didn't turn up the party responsible and the leaks continued.

So, HP brought in an external specialized investigations firm which revealed that George Keyworth, an HP director since 1986, has been disclosing board deliberations and other confidential information to the media without authorization. Keyworth acknowledged he had leaked information at a board meeting on May 18 and the board asked him to resign.

Keyworth refused to do so and at that point Perkins announced his own resignation, citing "personal frustration" with the chairman of the board in how the whole leaks investigation had been handled, the filing said. Perkins didn't like the matter being aired before the entire board and had believed he and HP Nonexecutive Chairman Patricia Dunn would handle the matter privately.

On June 19, Perkins sought information from HP about the methods used to conduct the investigations into the leaks. According to the filing, he "asserted that phone and e-mail communications had been improperly recorded as part of the investigation." HP responded that there had been no recording or eavesdropping, but admitted "that some form of 'pretexting' for phone record information, a technique used by investigators to obtain information by disguising their identity, had been used." In pretexting, investigators call a phone company and use personal information to pretend to be someone else so as to gain access to that individual's phone records.

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