Today a vote of Facebook shareholders will take place regarding whether Mark Zuckerberg should step down from his role as Facebook’s chairman, reports the BBC. Zuckerberg is currently both the chief executive of Facebook as well as chairman of its board of directors. The shareholders calling for him to step down as chairman say doing so would help him focus on running the company.
The issue will be decided via a vote on Proposal 6 of its proxy statement: “Stockholder Proposal Regarding an Independent Chair.” The Council of Institutional Investors, which supports a vote for Mark Zuckerberg to step down as chairman, argues:
Having an independent chair helps the board carry out its primary duty — to monitor the management of the company on behalf of its shareowners. A CEO who also serves as chair can exert excessive influence on the board and its agenda, weakening the board’s oversight of management. Separating the chair and CEO positions reduces this conflict, and an independent chair provides the clearest separation of power between the CEO and the rest of the board.
Jonas Kron, senior vice-president of Trillium Asset Management, which owns $7 million of Facebook shares, agrees, telling the BBC:
[Zuckerberg is] holding down two full-time jobs in one of the most high-profile companies in the world right now. And if he can focus on being the CEO, and let somebody else focus on being independent board chair, that would be a much better situation. He has examples in Larry Page and Alphabet, Bill Gates and Microsoft, of what it can look like for a founder not to be the chairman of the board. I realize that it may not be an easy step to take, but it’s an important step that would be to his benefit and to his shareholders’ benefit.
However, though a vote will take place today at the company’s annual general meeting, it’s virtually impossible that it will pass. That’s because Mark Zuckerberg holds 60% of the voting power of shareholders all by himself. However, as the BBC notes, if the majority of third-party shareholders do vote for the motion, it could give Zuckerberg something to think about.
This isn’t the first time people have wanted Zuck to step down from his dual roles. In recent weeks both digital rights groups and investor groups have called for the Facebook CEO to cede his role as chairman.