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Technology Stocks : Compaq -- Ignore unavailable to you. Want to Upgrade?

To: Kenya AA who wrote (53451)	3/15/1999 1:21:00 PM
From: steve kammerer	Respond to of 97611

Compaq annual meeting notice. Just received the Proxy Statement and annual meeting notice. On page 5 the activities of the Board are listed: 1. annually review and update its corporate governance standards that govern the selection of Board candidates. 2. Board of Director compensation. 3. Board evaluation of itself. 4. Executive succession planning. 5. Board retirement policies. 6. Shareholder rights. I am a little confused. Nowhere is it mentioned that the Board should be involved with long range planning or strategic plan. Most of the items the Board deals with is the Board itself. What about maximizing shareholder value? What topics such as how to to spin off Allta Vista to maximize shareholder value? Directors are paid with stock and $1,000 for each day of meetings other than regular scheduled Board meetings. They are also paid $35,000. They receive an initial option grant of 31,250 shares and an additional option grant of 25,000 shares for each year they are re-elected. They can also elect to receive their annual retainer in the form of a stock option equal to 50% of the closing price of CPQ on day of the Annual Meeting. Individual directors shall be evaluated by the Chief Executive Officer and the Corp Governance Committee every 3 years. It seems to me that rather than trying to "build long-term shareholder value" this system would make directors try to keep the CEO of CPQ happy and thereby keep their job rather than work for increasing shareholder value. I'm not saying they wouldn't try to increase value but the main point would be DO NOT PISS OFF THE CEO. Am I missing something here? Sorry for the long rant. I thought I was really lucky when I sold 1/2 of my CPQ for 47 3/4 on 1/28 and bought back 150% of shares on 3/12 for 31 5/16 for essentially the same total dollar amount for what I sold. ( I thought I was so smart that CPQ was going to fill in that gap at 39.) Now I'm not so sure. I keep hearing things on thread how CPQ not looking out for shareholder and I can see in duties and compensation of the Board of Directors that it isn't set up to help us at all. Maybe I'm just feeling effects of "Blue Monday". (Did like Fats Domino though) (g) stevek