Facebook CEO Mark Zuckerberg should step down from his additional post as the company’s board chairman, because his dual role gives him too much power, three state treasurers and the New York City comptroller declared Wednesday.
The four officials, who oversee public pensions that own Facebook shares, were backing a proposal made in the summer by Trillium Asset Management, a hedge fund that specializes in environmental, social, and governance (ESG) investing. In addition to New York City’s finance chief, treasurers from Pennsylvania, Rhode Island, and Illinois joined in.
To be sure, Facebook founder Zuckerberg’s ownership of about 60% of the company’s voting shares would leave him with full control of the business no matter that happened to its governance. But Trillium believes that an independent board chair would keep his power in check. Its plan is intended as a shareholder resolution that investors will vote on in May 2019.
In a joint statement, Trillium and the public officials decried Facebook’s role in sharing of personal data and permitting Russian trolls from trying to interfere in US elections. The officials called for Zuckerberg to follow Tesla CEO Elon Musk and step down as board chair.
“We need Facebook’s insular boardroom to make a serious commitment to addressing real risks—reputational, regulatory, and the risk to our democracy—that impact the company, its shareowners, and ultimately the hard-earned pensions of thousands of New York City workers,” said New York City Comptroller Scott Stringer, quoted in the joint statement. “An independent board chair is essential to moving Facebook forward from this mess, and to reestablish trust with Americans and investors alike.”
Rhode Island’s treasurer, Seth Magaziner, called the board’s current oversight “inadequate,” given the “recent mishandling of several controversies.”
“Having an independent board chair—separate from 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,” he said.
In the past, technology firms were favorite holdings of ESG-minded investors, as the tech companies don’t pollute. But they come up short on governance, said Robert Eccles, visiting professor of management practice at Oxford University’s Saïd Business School. He told an audience at the fourth Bloomberg Sustainable Business Summit Tuesday that tech companies need to be put in their place.
“There’s enough focus on oil and gas, there’s a lot focus on pharmaceuticals,” said Eccles, known for being a pioneer in the ESG movement. “If you wanted to find a sector that needs a wake-up call, [tech] tends to be fairly young and fairly rich and really arrogant.”
In recent months, tech companies such as Facebook and Tesla have been under fire, reminiscent of Microsoft chief Bill Gates’ testifying 20 years ago before Congress, addressing concerns about the software giant’s then-massive power. Zuckerberg testified on Capitol Hill in April over the data breach. Tesla’s Musk was fined millions in August over his ill-conceived tweet about a possible buyout, which sent shares soaring before the deal proved to be nonexistent.
Musk also stepped down as board chair, which caused Tesla shares to rise just as quickly as they fell several days before. The company has yet to announce its independent director, rumored to be James Murdoch of News Corp., although Musk denies this.
“These people [tech companies] are creating a kind of a value risk because people may stop buying their products [and there] are regulatory risks which could hurt stock prices,” Eccles told CIO.
Other than Facebook’s stock decline, Zuckerberg went virtually unpunished, going back to his daily routine after issuing an apology where he said only that the company “didn’t take a broad enough view of our responsibility.” He still was able to keep his post as CEO and board chair, which he assumed in 2012.
In addition to the data dilemma, the Trillium officials’ statement noted Facebook’s other controversies, such as the alleged Russian meddling in US elections, the spread of fake news, and propagating violence in Myanmar, India, and South Sudan. It also criticized the platform’s addictive nature, which it charged leads to an increase in mental health problems such as stress and depression—and a feature that allows advertisers to exclude people of color from seeing ads.
“If it’s a dual-class share structure and he’s got 60% of the shares and he’s the chairman and CEO… how does that work?” Eccles said. “This is risk.”
Fellow other techies, Google, Microsoft, Apple, Oracle, and Twitter, all have split their CEO and chairperson roles. Indeed, 59% of the S&P 1500 have done the same as of April.
“We believe this lack of independent board chair and oversight has contributed to Facebook missing, or mishandling, a number of severe controversies, increasing risk exposure and costs to shareholders,” Trillium said.
“If you look at Facebook, what these shareholders are doing by saying ‘we want to have an independent chairman that’s not Mark Zuckerberg’ is that first step,” said Eccles. “Fix the governance, then you have to say, ‘by the way, here are the issues we’re concerned about’ …and those are the things that shareholders and NGOs need to address.”
Zuckerberg did not respond publicly to the demands.