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To: Night Writer who wrote (96534)	3/25/2002 4:38:23 PM
From: Elwood P. Dowd	Respond to of 97611

Monday March 25, 4:32 pm Eastern Time HP's Hewlett calls for better corporate governance By Andy Sullivan WASHINGTON, March 25 (Reuters) - Hewlett-Packard Co. (NYSE:HWP - news) board member Walter Hewlett, whose opposition nearly scuttled a proposed merger with Compaq Computer Corp. (NYSE:CPQ - news), said on Monday he hoped his example would inspire other corporate boards to exert more independence. ADVERTISEMENT Fresh from a knock-down battle with HP management over the merits of the deal, Hewlett told a group of pension-fund managers that corporate directors should not be afraid to hold top executives' feet to the fire. ``Boards must be pried loose from the grip of management and their hired hands,'' Hewlett told the Council of Institutional Investors. Hewlett, a key shareholder and son of one of the company's founders, led a four-month effort to convince shareholders to vote against the merger, which he said would involve the company too heavily in Compaq's low-margin computer business. HP chief executive Carly Fiorina claimed a narrow victory after shareholders voted on March 19, but Hewlett has refused to concede and the final results are still being tallied. Hewlett did not mention Fiorina by name but referred several times to the the bruising proxy fight, which featured dueling newspaper ads and one-on-one lobbying of both individual and institutional shareholders. ``Too many corporate executives still fail to distinguish dissent from disloyalty,'' he said. The campaign pointed out the need for board members to exert greater independence from management and think first of shareholders' interests, he said. Specifically, boards should have independent legal and financial resources, and independent sources of information, he said. He also said that boards should exclude management from some meetings and meet regularly with shareholders to hear their views. ``Despite more than 200 years of political practice in the United States, democracy remains an ideology strangely alien to many corporate boardrooms,'' he said. Hewlett said he estimated that the company spent around $150 million to lobby shareholders during the proxy fight. An HP spokeswoman, while declining to disclose a figure, said Hewlett's estimate was too high. ``It's important to remember he initiated this proxy contest,'' HP spokeswoman Rebeca Robboy said. Hewlett did not say how much he had spent, but a source close to him put the figure at around $32 million. Fiorina was scheduled to address the group tomorrow but had to cancel because of a scheduling conflict, Robboy said, pointing out that she had addressed the group two weeks ago. Compaq CEO Michael Capellas is scheduled to take her place, Robboy said.

To: Night Writer who wrote (96534)	3/25/2002 4:52:27 PM
From: Elwood P. Dowd	Read Replies (3) \| Respond to of 97611

Monday March 25, 3:07 pm Eastern Time H-P To Announce Printing Deal With Financial Firm Next Month NEW YORK -(Dow Jones)- Hewlett-Packard Co .'s (HWP) printing and imaging unit plans to announce a deal with a "major" financial company next month, said Vyomesh Joshi, president of imaging and printing systems. During a conference call with the press Monday to announce the completion of its exchange offer for all the outstanding shares of Indigo N.V. (INDG), Joshi said H-P will make the announcement April 10 , at IPEX, a large publishing show to be held in the U.K. The executive declined to name the firm or disclose the financial terms of the deal.... The rest of this article is available for free to registered Yahoo! users....