As news continues to develop in the story of Hewlett-Packard Co.'s board, shareholders await the fate of board members, particularly the H-P board's Chair Patricia Dunn. At issue is the board's conduct during the investigation of its own board members regarding leaks to the media, the use of investigation tactics known as "pretexting," and the possible criminal and civil legal exposure that those tactics present. With H-P's annual meeting typically being held in March, there is no immediate opportunity on the horizon for shareholders to weigh in on the current dysfunction in the board room. We invite you to share your comments on the board's actions in this blog.

From a corporate governance perspective, we are usually exposed to disagreements between boards and their shareholders, shareholders and management, or boards and CEOs. Rarely have shareholders seen boardroom infighting to such a significant degree and in such a public light. But as pressures increase in boardrooms, it is likely that we will continue to see public boardroom disagreements. However, the investigation conducted by H-P's board goes beyond a boardroom disagreement. What could be more dysfunctional than board members investigating each other? The job of a public company director is already difficult and demanding. Do board members need to add to the list - the inability to have a dissenting opinion and the feeling that their fellow board members are tracking their phone logs?

When the results of the investigation were reviewed by the board last May, Director Keyworth was asked to resign. He refused, but he won't be renominated. In at least one respect, Keyworth got it right. In his refusal to resign, he said that he was elected by shareholders. Does the H-P nominating committee deserve a withhold vote for their swift refusal to renominate Keyworth? What is your opinion about the actions of Director Perkins (previously Chair of the Nominating Committee)? Slamming the briefcase and quitting in anger might have been the best move for Perkins, but was it the best move for the shareholders that he was elected to represent? What is the best course of action for board members when faced with a significant disagreement on the board? Does the entire board deserve a "vote of no confidence?"

A possible scenario is that the board's Chair Dunn will emerge to take the fall for the scandal. If Dunn is ousted, CEO Hurd may emerge in the combined Chair/CEO role. The significant share price rise during Hurd's 18 month tenure may inoculate him from the current crisis and give him an opportunity to help reshape a board that obviously needs better leadership. But would combining the chair and CEO roles be in shareholders' best interest? With all of the distraction going on in the boardroom and no voting opportunity until next March, we can only wonder whether this board is capable of doing the job for which it was elected - to represent shareholders.