Scroll to contents

Committees

Current Committee Memberships
Name Audit Finance, Investment
and Technology
HR and Compensation Nominating,
Governance and
Social Responsibility
Independent Directors        
Aida M. Alvarez    
Shumeet Banerji     Chair
Robert R. Bennett  Chair    
Charles “Chip” V. Bergh      
Stacy Brown-Philpot     
Stephanie A. Burns   Chair  
Mary Anne Citrino  Chair    
Yoky Matsuoka    
Stacey Mobley    
Subra Suresh     
Other Directors        
Dion J. Weisler        
— Member

— Audit Committee “financial expert”

During fiscal 2018, the Board held 7 meetings, all of which included executive sessions. Each incumbent Director serving during fiscal 2018 attended at least 75% of the aggregate of all Board and applicable committee meetings held during the period that he or she served as a Director. During fiscal 2018, we had the following four standing committees, which held the number of meetings indicated in parentheses during fiscal 2018: Audit Committee (13); FIT Committee (7); HRC Committee (5); and NGSR Committee (5). All of the committee charters are available on our investor relations website at https://investor.hp.com/governance/governance-documents/default.aspx.

Directors are encouraged to participate in our annual meeting of stockholders. At our last annual meeting on April 24, 2018, 6 of our 10 then-Directors, all 10 of whom are standing for re-election this year, attended the meeting.

Audit Committee

We have an Audit Committee established in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee represents and assists the Board in fulfilling its responsibilities for overseeing our financial reporting processes and the audit of our financial statements. Specific duties and responsibilities of the Audit Committee include, among other things:

Independent Registered Public Accounting Firm
  • appointing, overseeing the work of, evaluating, compensating and retaining the independent registered public accounting firm;
  • discussing with the independent registered public accounting firm its relationships with HP and its independence, and periodically considering whether there should be a regular rotation of the accounting firm in order to assure continuing independence;
  • overseeing the rotation of the independent registered public accounting firm’s lead audit and concurring partners at least once every five years and the rotation of other audit partners at least once every seven years in accordance with SEC regulations, with the Audit Committee directly involved in the selection of the accounting firm’s lead partner; and
  • determining whether to retain or, if appropriate, terminate the independent registered public accounting firm.
Audit & Non-Audit Services; Financial Statements; Audit Report
  • reviewing and approving the scope of the annual independent audit, the audit fee, other audit services, and the financial statements;
  • preparing the Audit Committee report for inclusion in the annual proxy statement; and
  • overseeing our financial reporting processes and the audit of our financial statements, including the integrity of our financial statements.
Disclosure Controls; Internal Controls & Procedures; Legal Compliance
  • reviewing our disclosure controls and procedures, internal controls, information security policies, internal audit function, and corporate policies with respect to financial information and earnings guidance; and
  • overseeing compliance with legal and regulatory requirements.
Risk Oversight
  • reviewing risks facing HP and management’s approach to addressing these risks, including significant risks or exposures relating to litigation and other proceedings and regulatory matters that may have a significant impact on our financial statements; and
  • discussing policies with respect to risk assessment and risk management.
Related Party Transactions
  • overseeing relevant related party transactions governed by applicable accounting standards (other than related-person transactions addressed by the NGSR Committee).
Annual Review/Evaluation
  • annually reviewing the Audit Committee’s charter and performance.

The Board determined that each of Ms. Citrino, chair of the Audit Committee, and the other Audit Committee members (Mr. Bennett, Ms. Brown-Philpot, Ms. Matsuoka and Mr. Suresh) is independent within the meaning of the NYSE and SEC standards of independence for Directors and audit committee members, and has satisfied the NYSE financial literacy requirements. The Board also determined that each of Mr. Bennett, Ms. Brown-Philpot, Ms. Citrino and Mr. Suresh is an “audit committee financial expert” as defined by the SEC rules.

The report of the Audit Committee is included on page 36.

Finance, Investment and Technology Committee

The FIT Committee provides oversight of the finance and investment functions of HP. The FIT Committee’s responsibilities and duties include, among other things:

Treasury Matters
  • reviewing or overseeing significant treasury matters such as capital structure and allocation strategy, derivative policy, global liquidity, fixed income investments, borrowings, currency exposure, dividend policy, share issuances and repurchases, and capital spending.
M&A Transactions & Strategic Alliances
  • assisting the Board in evaluating investment, acquisition, enterprise services, joint venture and divestiture transactions in which we engage as part of our business strategy from time to time and reporting and making recommendations to the Board as to scope, direction, quality, investment levels and execution of such transactions;
  • evaluating and revising our approval policies with respect to such transactions;
  • overseeing our integration planning and execution and the financial results of such transactions after integration;
  • evaluating the execution, financial results and integration of our completed transactions; and
  • overseeing and approving our strategic alliances.
Capitalization; Debt & Obligations; Swaps
  • reviewing or overseeing our capital structure and allocation strategy;
  • overseeing our loans and loan guarantees of third-party debt and obligations; and
  • annually reviewing and approving certain swaps and other derivative transactions.
Technology Strategies & Guidance
  • making recommendations to the Board as to scope, direction, quality, investment levels, and execution of our technology strategies;
  • overseeing the execution of technology strategies formulated by management; and
  • providing guidance on technology as it may pertain to, among other things, market entry and exit, investments, mergers, acquisitions and divestitures, new business divisions and spin-offs, research and development investments, and key competitor and partnership strategies.

Nominating, Governance and Social Responsibility Committee

The NGSR Committee oversees, and represents and assists the Board (and management, as applicable) in fulfilling its responsibilities relating to, our corporate governance, Director nominations and elections, HP’s policies and programs relating to global citizenship and other legal, regulatory and compliance matters relating to current and emerging political, environmental, global citizenship and public policy trends. Specific duties and responsibilities of the NGSR Committee include, among other things:

Board Matters

  • developing and recommending to the Board the criteria for identifying and evaluating Director candidates and periodically reviewing these criteria;
  • identifying and recommending candidates to be nominated for election as Directors at our annual meeting, consistent with criteria approved by the Board;
  • annually assessing the size, structure, functioning, and composition of the Board and recommending assignments of Directors to Board committees and chairs of Board committees;
  • identifying and recruiting new Directors, establishing procedures for the consideration of Director candidates recommended by stockholders and considering candidates proposed by stockholders;
  • assessing the contributions and independence of Directors in determining whether to recommend them for election or reelection to the Board; and
  • periodically reviewing the Board’s leadership structure, recommending changes to the Board as appropriate and, if the Chairman of the Board is not independent, making a recommendation to the independent Directors regarding the appointment of the Lead Independent Director.

HP Governing Documents & Corporate Governance Guidelines & Other Policies

  • conducting a preliminary review of Director independence and the financial literacy and expertise of Audit Committee members, and making recommendations to the Board related to such matters;
  • developing and regularly reviewing corporate governance principles, including our Corporate Governance Guidelines;
  • reviewing proposed changes to our Certificate of Incorporation, Bylaws and Board committee charters; and
  • establishing policies and procedures for the review and approval of related-person transactions and conflicts of interest, including the reviewing and approving all potential “related-person transactions” as defined under SEC rules.

Stockholder Rights

  • assessing and making recommendations regarding stockholder rights plans or other stockholder protections, as appropriate; and
  • reviewing stockholder proposals in conjunction with the CEO and recommending Board responses.

Public Policy Trends & Issues

  • reviewing emerging corporate governance issues and practices;
  • identifying, evaluating, and monitoring social, political, and environmental trends, issues, concerns, legislative proposals, and regulatory developments that could significantly affect the public affairs of HP; and
  • reviewing, assessing, reporting, and providing guidance to management and the full Board relating to activities, policies, and programs with respect to public policy matters and policies and programs relating to global citizenship, as applicable.

Annual Review/Evaluation

  • overseeing the policies relating to, and the manner in which HP conducts, its government relations activities;
  • annually reviewing the NGSR Committee’s charter and performance; and
  • overseeing the annual self-evaluation of the Board and its committees.

The Board determined that each of Mr. Banerji, who serves as chair of the NGSR Committee, and the other NGSR Committee members (Ms. Alvarez, Mr. Bergh, Ms. Brown-Philpot and Mr. Mobley) is independent within the meaning of the NYSE Director independence standards.

HR and Compensation Committee

The HRC Committee discharges the Board’s responsibilities related to the compensation of our executives and Directors and provides general oversight of our compensation structure, including our equity compensation plans and benefits programs. Specific duties and responsibilities of the HRC Committee include, among other things:

Executive Compensation, Stock Ownership & Performance Reviews
  • recommending all elements of the CEO’s compensation to the independent members of the Board for their review and approval;
  • reviewing and approving objectives relevant to other executive officer compensation and evaluating performance and determining the compensation of other executive officers in accordance with those objectives;
  • conducting annual performance evaluation of CEO; soliciting 360 feedback across organization;
  • reviewing performance feedback on executive team members;
  • approving severance arrangements and other applicable agreements and policies for executive officers; and
  • adopting and monitoring compliance with stock ownership guidelines for executive officers.
Non-Equity Compensation Plans, Incentive Plans & Other Employee Benefit Plans
  • overseeing and monitoring the effectiveness of non-equity-based benefit plan offerings, including but not limited to non-qualified deferred compensation, fringe benefits, and any perquisites, in particular those pertaining to Section 16 officers, and approving any material new employee benefit plan or change to an existing plan that creates a material financial commitment by HP.
Director Compensation & Stock Ownership
  • establishing compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level of Director compensation and recommending to the Board any changes to that compensation; and
  • adopting and monitoring compliance with stock ownership guidelines for Directors.
Executive Succession Planning & Leadership Development
  • reviewing senior management selection and overseeing succession planning, leadership development, diversity and pay equity; and
  • driving CEO succession planning process in partnership with chairman and full board.
Compensation Consultants
  • engaging compensation consultants on various topics to understand market perspectives;
  • engaging compensation consultant for independent perspective on compensation programs; and
  • assessing the independence of all advisors (whether retained by the HRC Committee or management) that provide advice to the HRC Committee, in accordance with applicable listing standards.
Risk Assessment; Other Disclosure
  • overseeing, approving, and evaluating HP’s overall human resources and compensation structure, policies and programs, and assessing whether these establish appropriate incentives and leadership development opportunities for management and other employees, and confirming they do not encourage risk taking that is reasonably likely to have a material adverse effect on HP;
  • reviewing and discussing with management the Compensation Discussion and Analysis and performing other reviews and analyses and making additional disclosures as required of compensation committees by the rules of the SEC or applicable exchange listing requirements; and
  • reviewing the results of stockholder advisory votes on HP’s executive compensation program and recommending to the Board or the NGSR Committee how to respond to such votes.
Annual Review/Evaluation
  • overseeing the annual evaluation of the CEO with input from all non-employee Board members; and
  • annually evaluating the HRC Committee’s performance and charter.
People Processes & Culture
  • reviewing employee engagement and cultural initiatives including key training and development programs (executive and manager training, unconscious bias), diversity and inclusion programs and results of the employee engagement survey; and
  • monitoring the key health metrics to evaluate the workforce including workforce diversity, key hires, turnover and restructuring.

The Board determined that each of Ms. Burns, who serves as chair of the HRC Committee, and the other HRC Committee members (Ms. Alvarez, Mr. Banerji, Mr. Bergh and Mr. Mobley) is independent within the meaning of the NYSE standards of independence for Directors and compensation committee members.