Statement from New York City Comptroller Scott M. Stringer on Majority Support for Facebook Proposal to Remove Mark Zuckerberg as Board Chair
(New York, NY) – New York City Comptroller Scott M. Stringer today released the following statement after outside Facebook shareowners cast 68% of their votes in support of a shareowner proposal to make the role of Board Chair an independent position, and thereby remove Mark Zuckerberg from his dual roles as both Facebook CEO and Board Chair. The majority outside shareowner vote, consisting of main street and institutional investors other than Facebook’s own executives, reveals vigorous demand among Facebook investors for independence, accountability, and greater oversight of the company’s management and follows a crescendo in the frequency and intensity of controversies at the company.
The shareowner proposal was co-filed in October 2018, by Comptroller Stringer on behalf of the New York City Retirement Systems, with a number of state treasurers and funds, after Comptroller Stringer first sounded the alarm on Facebook’s lack of boardroom accountability in a March 2018 letter to the company’s lead independent director calling for a series of governance reforms, including an independent board chair.
“Mark Zuckerberg’s outsized role at Facebook must end. The company is depending entirely on one person, who is accountable to no one, to run the day-to-day and conduct oversight of the company’s ever-expanding operation, which demonstrates a lack of basic business sense and keeps the company in a constant state of turmoil.
“Facebook’s insular boardroom must be cracked open because the company has no accountability to its users, its investors, or our democracy. Naming an independent board chair is a necessary first step that is supported by shareowners who own the majority of Facebook shares, but whose voting power is not commensurate with their ownership.
“We need to clean up the mess at Facebook. The best way forward is for its board to commission an investigation and analysis of how governance arrangements have contributed to the development of Facebook’s corporate culture. Facebook’s responses to significant problems have been wholly inadequate and there must be accountability for the company’s failure to recognize its increased responsibilities to stakeholders. That’s why I’ve called for an investigation of these issues – we can’t allow these problems at Facebook to be swept under the rug.”
In a letter sent to Facebook’s lead independent director on April 15, 2019, Comptroller Stringer called for Facebook’s board to commission an independent investigation of how Facebook’s governing structure has fueled Facebook’s corporate culture – and publicly release findings and recommendations to clean up the company and mitigate risks to investors.
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