They think that an independent chairperson would be better at “overseeing the executives of the company, improving corporate governance, and setting a more accountable, pro-shareholder agenda”.
The coup is the brainchild of Facebook shareholders who are members of the consumer watchdog group SumOfUs. The organisation bills itself as an online community that campaigns to hold corporations accountable on a variety of global issues such as climate change, workers’ rights, discrimination, human rights, corruption, and corporate power grab.
Lisa Lindsley, the capital markets advisor for SumOfUs, told VentureBeat that 333,000-people signed the petition requesting Facebook improve its corporate citizenship, but 1,500 were actual shareholders in the company. “The shares held by four individual SumOfUs members enabled us to file this proposal,” she said.
The proposal cites the new capital structure approved by Facebook last year as an example of where there was an imbalance of power. During the company’s shareholder meeting in June, participants were asked to vote on a proposal to issue Class C shares in a bid to keep Zuckerberg in control. Although approved, Facebook is dealing with litigation brought on by at least one shareholder who claimed it was unfair.
Issuing the Class C shares was intended to help Zuckerberg continue his long-term vision and “encourage” him to remain involved with the company over the long term.
The proposal states that shareholder value will be enhanced with an independent board chair “who can provide a balance of power between the CEO and the board and support strong board leadership.”
It adds that Facebook “faces increasing criticism regarding its perceived role in the promotion of misleading news; censorship, hate speech and alleged inconsistencies in the application of Facebook’s community standards guidelines and content policies; targeting of ad views based on race; collaboration with law enforcement and other government agencies; and calls for public accountability regarding the human rights impacts of Facebook’s practices.”
It’s doubtful that Facebook will agree, especially since Zuckerberg is one of the largest shareholders and could strike the proposal down easily, along with other allied investors.