Governance professional of the year (small to mid-cap) Derek Windham, Hewlett Packard Enterprise
Derek Windham, HPE
Derek Windham, vice president, associate general counsel and assistant corporate secretary at Hewlett Packard Enterprise (HPE), has proven time and again since the company became independent that he is a forward-thinking governance professional. From the company’s AGMs and proxy statement design to the creative use of technology such as virtual reality headsets, he and his team are constantly seeking and adopting innovative governance practices.
One of Windham’s achievements at HPE has been the development of a shareholder engagement program that won the prize in that category at the 2018 Corporate Governance Awards.
Between 2020 and 2021, understanding the importance of improving opportunities for directors to engage with all stakeholders – beyond shareholders – he expanded the program. As a result, directors last year met with key customers and partners during HPE Discover, the company’s annual customer conference, engaged with employees during virtual site visits and heard from the company’s communities during its volunteer days.
Windham says this initiative was sparked in part by a recognition that employees in general did not have a great deal of awareness of the board, who sits on it and what it does. He wants them to know more about the board and public company governance in general – something he says helps employees understand why there are insider trading rules, for example.
Enhancing ESG oversight The interactions at HPE Discover were also a valuable way of addressing customers that have been pushing HPE to know that it operates ethically, and has good governance and good strategies on ESG and privacy, Windham says. He and the governance team last year worked to enhance ESG oversight at HPE, at both the board and management level. Windham did so at the board level by restructuring its annual agenda to make sure ESG is positioned as a strategic priority.
He brought together the various elements of ESG risk review among board committees into a holistic ESG oversight structure at the full board. He also implemented dashboards in order to give directors continuous insight into progress made toward the company's ESG goals.
At the management level, Windham joined HPE’s living progress strategy council as governance and regulatory adviser. His work there is designed to make sure the council’s priorities align with the changing views and interests of shareholders, other stakeholders and regulators. He has also pushed for expanding the council to include a broader range of executives.
‘It’s important to understand what ESG is and what real oversight looks like,’ Windham says. It is about understanding all touchpoints where the company affects its context and where the context affects the company in terms of both risks and opportunities, he adds.
It’s important to understand what ESG is and what real oversight looks like
Another of Windham’s achievements has been HPE’s corporate governance center of excellence, which he launched in 2019 as a vehicle for thought leadership and innovation, implementing best practices, enhancing engagement with shareholders and relationships with key stakeholders, and providing meaningful opportunities and professional development to the governance team.
In 2020 and 2021, Windham expanded the center’s reach by inviting colleagues with governance responsibilities from business units and teams such as financial reporting, internal audit and cyber-security.
Among other things, last year he partnered with the company’s HR talent team on a program aimed at increasing gender parity in boardrooms. The program works with female leaders at the company who have not previously served on a corporate board with the aim of helping them identify and obtain external board seats.
As part of the program, Windham developed governance training for participants to ensure they have a thorough understanding of director duties and board processes.
