Hewlett-Packard (HPQ)

Role of the HR and Compensation Committee and its Advisors

        The Committee oversees and provides strategic direction to management regarding HP's Total Rewards Program generally. It makes recommendations regarding the CEO's compensation to the independent members of the Board, and it approves the compensation of the remaining Section 16 officers. Each Committee member is an independent non-employee director with significant experience in managing employee-related issues and making executive compensation decisions. The Committee employs its own independent compensation consultant, Frederic W. Cook & Co., Inc. ("Cook"), as well as its own independent counsel, Sonnenschein Nath & Rosenthal LLP.

        Cook provides analyses and recommendations that inform the Committee's decisions, but it does not decide or approve any compensation actions. During fiscal 2009, Cook advised the Committee chair on setting agenda items for Committee meetings; developed criteria used to identify peer companies for executive compensation and performance comparisons; evaluated market data and competitive position benchmarking compiled by management's consultants; and reviewed various proposals presented to the Committee by management. The Committee's independent counsel advises on legal matters that come before the Committee, including proxy statements, Committee resolutions and employment matters involving Section 16 officers. Neither Cook nor the independent counsel performs other services for HP, and neither will do so without the prior consent of the Committee chair.

        The Committee met nine times in fiscal 2009, including six times in executive session. The Committee's independent advisors participated in all of the Committee's meetings and, when requested by the Committee chair, in the preparatory meetings and the executive sessions. HP's CEO attended some of the Committee's meetings but none of its executive sessions.