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Robert Trigaux

She's baaack. Deposed WellCare director Herzlinger fires back at company, board

ReginaEHerzlingerexdirectorWellcareTampa She may have resigned from the board of directors of Tampa's WellCare Health Plans, but she's not going quietly. Harvard Business School professor Regina Herzlinger, who chaired WellCare's audit committee -- a critically important position at any company, for paramount at WellCare given its iffy accounting history -- has written a second letter of protest and elucidation to Wellcare in the wake of her resignation last month.

In a new Securities and Exchange Commission filing, WellCare says that on Wednesday, May 5, it received a letter from Dr. Herzlinger stating that she disagreed with the company's description in an April 23 regulatory filing of "the circumstances regarding her resignation." Some Herzlinger highlights:

* "To remove the chair of the audit committee who has not only accounting experience, but also extensive experience with health care generally and this firm specifically, was not in the best interests of shareholders."

* Herzlinger also reiterated "my belief that my relentless pursuit of best practices and accountability played a role in the decision not to renominate. I have long been persistent, often times to the annoyance of some of the other directors."

* Herzliner also disputed WellCare's assertion that the NCG (Nominating and Corporate Governance) Committee’s objective in selecting the slate of director nominees was to achieve a better balance between technical accounting and operational experience. That, she wrote, "is news to me. For one, I have more public board experience than any other director currently serving on the board, by 20 years or more"

* WellCare's disputing that "there was an agreement among certain directors to remove me as a director and take control of the Board is beyond incredulous."

HerzlingerbookWho-Killed-Health-Care Is this one brave director, Harvard Business School's first woman tenured professor with obviously impressive credentials, fighting the lonesome fight of one against many in the name of truth in corporate accounting? She is, after all, the author of the 2007 book Who Killed Health Care?

Is this, in part, a brash woman who even admits herself she can be a pain (but for good corporate cause) but who annoyed too many other board members and was shown the corporate exit door? Rezlinger's two letters, but especially the first, allude to a board coup to make sure she would not be renominated as a director at this spring's annual shareholders meeting. WellCare has repeatedly denied any conspiracy, though the company's statements have been extremely general.

Here's Herzlinger's first letter.

Here's Herzingler's second (May 5) letter.

And here are two previous Venture blog postings, first one here and the second one here, on this board controversy -- a rare insight indeed into the inner sanctum of corporate America. This ball game may go into extra innings yet.

-- Robert Trigaux, Times Business Columnist 

[Last modified: Tuesday, June 1, 2010 11:27am]


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