Treasurers from Three States to Support Independent Board Chair at Facebook

Shareholder proposal would separate the positions of CEO and board chair at Facebook, Inc.


Harrisburg, PA - Calling on Facebook to separate the roles of Chief Executive Officer and board chair, three state treasurers announced today they would support a shareholder resolution to reform the company’s governance. State treasurers Joe Torsella, Pennsylvania; Deborah Goldberg, Massachusetts; and Beth Pearce, Vermont, today joined in support of separating the roles of board chair and chief executive officer at Facebook. Investors will vote on this proposal on May 30, 2019, at Facebook’s 2019 Annual Meeting of Shareholders.


“Separating the positions of board chair and CEO is not only best governance practice—it’s just common sense policy. Severe mismanagement of scandals and controversies by Facebook have put the company’s reputation, shareholder value, and investor confidence at extreme risk. It’s time that the board of directors act as a check on management—not a tool. That’s why I’m proud to lead this coalition of institutional investors that will vote to approve the proposal for an independent board chair at Facebook.”


Pennsylvania Treasurer, Joe Torsella

The proposal highlights that Google, Microsoft, Apple, Oracle, and Twitter have separate CEO and chairperson roles. More than 89% of the companies within the S&P 500 have separated these roles.


“Facebook has long ago left its infancy stage where it is common to have the CEO also be the Chairman of the Board. Given the size and impact of Facebook, it is astounding that there is not more independence and transparency. Facebook has encountered many problems resulting from insular management that is not challenged by those with varying points of view and experiences. Best business practice demands that the company must move in a new direction and adopt a different form of governance.”


Massachusetts Treasurer and Receiver General, Deborah Goldberg

“An independence policy for the Chair and CEO positions provides separation of power, greater accountability and transparency, and attention to long-term risks."


Vermont State Treasurer, Beth Pearce
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