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ISS tells Facebook shareholders to withhold support for management

It suggests that the company creates a formal committee to nominate board candidates to ensure accountability

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Top proxy adviser Institutional Shareholder Services advises investors to withhold support for CEO Mark Zuckerberg (above), citing concerns over board nomination procedures.

Boston

TOP proxy adviser Institutional Shareholder Services (ISS) on Wednesday recommended that Facebook Inc investors withhold support from five directors including chief executive Mark Zuckerberg and vote in favour of shareholder proposals aimed at improving the social media company's response to problems like election interference and harassment.

Facebook has come under scrutiny over the way that it handles personal data after revelations that British consultancy Cambridge Analytica, which worked on Donald Trump's 2016 presidential election campaign, improperly accessed the Facebook data of 87 million users.

In its report, the influential adviser wrote that Facebook "has been somewhat responsive during the controversy, but shareholders should continue to closely monitor data privacy issues".

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ISS also suggested investors vote for shareholder proposals calling for the company to study establishing a board committee on risk management and to report on content management controversies, according to a copy of the recommendations seen by Reuters.

Both non-binding proposals are meant to help Facebook address controversies such as its handling of customer data and privacy concerns. Proponents of both cited news reports which they said showed the need for action.

Facebook urged investors to vote against both resolutions, saying that its current approaches to risk management and community standards are adequate.

The world's largest social network will hold its annual general meeting on May 31 in Menlo Park, California.

ISS said that investors should withhold support for Mr Zuckerberg and chief operating officer Sheryl Sandberg, citing concerns over board nomination procedures.

The advisory firm suggested that Facebook create a formal committee to nominate board candidates, as a way to ensure board accountability and to increase transparency and communications with shareholders.

It also recommended withholding support from three directors, incumbent compensation committee members, writing that it has pay concerns including on security costs for Mr Zuckerberg, "which have increased substantially without clear explanation". ISS noted that the company will not have an advisory vote on pay this year, warranting votes against the directors instead. It recommended that investors back three remaining director nominees.

Facebook founder Mr Zuckerberg controls a majority of the company's voting power. ISS recommended investors back non-binding shareholder proposals that would revamp its voting structure. REUTERS

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