A second board member , the well - known venture capitalist and a friend of Mr. Keyworth 's , Tom Perkins , immediately quit in protest While directors are bound to keep boardroom conversations under wraps as part of their fiduciary duties to the corporation and shareholders , some companies like Hewlett-Packard , go a step further and have directors sign confidentiality agreements , said John D. Capers , head of the corporate-governance practice with King & Spalding . ''