What happens when corporations aren’t democratic: too much power in too few hands.

In what’s sure to be an ongoing series here about undemocratic control over institutions, I direct you to an article from MSNBC on Patricia Dunn, HP’s Board Chair, spying on her boardmembers home phone records in order to find out who’s been leaking info about HP’s plans to the press. One HP boardmember, Tom Perkins, says he was incensed about Dunn’s action so he packed up his suitcase and resigned from the board. Dunn reportedly acted alone in her decision:

It was classic data-mining: Dunn’s consultants weren’t actually listening in on the calls””all they had to do was look for a pattern of contacts. Dunn acted without informing the rest of the board. Her actions were now about to unleash a round of boardroom fury at one of America’s largest companies and a Silicon Valley icon. That corporate turmoil is now coming to light in documents obtained by NEWSWEEK that the Securities and Exchange Commission is currently deciding whether to make public. Dunn could not be reached for comment. An HP spokesman declined repeated requests for comment.

Update: Groklaw[1] reports that CNET reporter Dawn Kawamoto’s phone records were also a part of the operation for [writing] the article that angered HP’s chairwoman Patricia Dunn.

One is reminded about what Eben Moglen said about what to read into Bill Gates leaving Microsoft (transcript):

In the United States when a major corporate executive resigns or retires there is a mandatory process of talking calm to the markets. You don’t resign on less than two years notice, so as to give the feeling of orderly transition and complete control over circumstances. If, for example, the chief executive officer of the Enron corporation resigns suddenly on no notice, then that’s a sign that immense trouble is immediately ahead as in that case bankruptcy was by six weeks.

So for Mr. Gates to have announced that he is retiring from active service to Microsoft on two years notice, is the minimum length of time, that could have been chosen without sending the signal: Microsoft is in an acute short term trouble.

It isn’t “My God! Everything is great, he’s giving two years notice”. It’s “That’s the least that could have been done”.

Dunn’s unilateralism reminded me of another recent but ironically timed development at the radio station where I used to work; a problem writ small which came to light about a month ago. The head of the Prairie Air, Inc. board said that she hired a CPA to singlehandedly count the ballots in the then recent Board election. She said that she took this action on her own and she said that the other boardmembers never had a chance to vet this CPA, and she said that this CPA counted the ballots alone. I know this because the head of that board told me this in open session two board meetings ago. When I brought these things up at that board meeting, the head of the Board answered all of my questions as if there were no problems with outsourcing the election count or deciding this unilaterally. What happened to the paper ballots, who the CPA was, and how the Board chair came to think this was a good idea remain mysteries to me. As things stand, the election results handed down (ostensibly from this CPA) are being taken at face value. There was no call for a recount, as far as I know, and I don’t know how one would be executed if there were a recount.

[1] A warning about Groklaw: Pamela Jones, proprietor of Groklaw, is not above removing a comment for being insufficiently factual rather than letting her readers correct the error (all spelling in context):

The HP leak probe: Plausable Explaination
Authored by: PJ on Thursday, September 07 2006 @ 08:54 PM EDT
You get so many facts wrong in this comment that
I had to nuke it.

This is too serious a story to be speculating
based on wrong facts. Either get your facts right
or don’t speculate.

This is ironic given that Groklaw’s coverage of the SCO debacle made Groklaw what it is and SCO makes virtually nothing but errors (about how copyright law works, what the GNU GPL says, and a variety of other related affairs). In the past, Groklaw trusted members of the public to help transcribe things and comment accurately on the SCO goings-on.