Should Facebook Restructure Its Board?

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Facebook Inc. (NASDAQ: FB) is under attack by activist investors yet again, but this time they are looking to change up the social media giant’s governance structure. While in the past CEO Mark Zuckerberg has made it known that Facebook is squarely his company, the activist investors do make a compelling argument for some different hands on the wheel, at least on the board of directors.

Illinois State Treasurer Michael Frerichs, Rhode Island State Treasurer Seth Magaziner, Pennsylvania Treasurer Joe Torsella and New York City Comptroller Scott Stringer co-filed a shareholder proposal asking the Facebook board of directors to make the role of board chair an independent position. The group believes that doing so is a best governance practice that will be in the interest of shareholders, employees, users and U.S. democracy.

Ultimately, this shareholder proposal was lead-filed by Trillium Asset Management in June and focuses on Facebook missing, or mishandling, a number of severe controversies. Trillium listed its complaints as follows:

  • Russian meddling in U.S. elections,
  • Sharing personal data of 87 million users with Cambridge Analytica,
  • Data sharing with device manufacturers, including Huawei that is flagged by U.S. Intelligence as a national security threat,
  • Proliferating fake news,
  • Propagating violence in Myanmar, India, and South Sudan,
  • Depression and other mental health issues, including stress and addiction, and
  • Allowing advertisers to exclude black, Hispanic, and other “ethnic affinities” from seeing ads.

In apologies for the various controversies and damage to society, Zuckerberg has repeatedly stated, “We didn’t take a broad enough view of our responsibility.” This broader view is what an independent board chair could potentially provide.

Another part of the argument that worth examining is that the proposal highlights that Google, Microsoft, Apple, Oracle and Twitter have separate CEO and board chair roles. More broadly, 59% of the S&P 1500 had separated these roles as of April 2018.

Rhode Island General Treasurer Seth Magaziner commented:

Facebook’s board of directors was elected by shareholders to protect our interests by providing independent oversight of company management and its CEO. Without an independent board chair, the board’s oversight of the company remains inadequate as evidenced by the recent mishandling of several controversies. Having an independent board chair – separate from the Mr. Zuckerberg’s role as CEO – is in the best long-term interest of Facebook shareholders, including the members of Rhode Island’s pension system.

Shares of Facebook were last seen trading at $157.40, with a consensus analyst price target of $207.89 and a 52-week trading range of $149.02 to $218.62.

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