Dec 20, 2021 - Technology

Exclusive: Meta shareholders call for oversight audit

Illustration of the Facebook "F" logo with a "!" notification on it.

Illustration: Aïda Amer/Axios

A group of Meta shareholders, along with the Campaign for Accountability, has submitted a resolution calling for an independent evaluation of the board's ability to oversee public safety on Facebook's platforms, Axios has learned.

Why it matters: Facebook's parent company is facing pressure on multiple fronts from regulators, legislators and former employees — and now investors.

Driving the news: A letter sent earlier this month to Meta's corporate secretary, a copy of which was seen by Axios, says that, "Shareholders request the board commission an independent assessment of the Audit and Risk Oversight Committee's capacities and performance in overseeing company risks to public safety and the public interest and in supporting strategic risk oversight on these issues by the full board."

  • The letter is being submitted by the Harrington Associates and Park Foundation, both Facebook shareholders, in conjunction with the Campaign for Accountability.
  • It aims to be included in Meta's annual proxy and submitted to a vote of shareholders.

The big picture: Other shareholders are also pushing similar resolutions this year, including an effort led by state investment officials in New York and Illinois. Facebook maintains it takes its responsibilities seriously, and told the Wall Street Journal that it has spent more than $5 billion this year on safety and security.

Be smart: Meta's dual-class share structure means that CEO Mark Zuckerberg retains majority control in any vote of shareholders.

Context: A prior shareholder resolution in 2018 called for the creation of a separate risk oversight committee of the board.

  • It garnered a significant chunk of independent shareholders' vote but did not garner a majority of total votes.
  • Facebook did broaden the role of the audit committee to include risk oversight.

Yes, but: Organizers of the new shareholder proposal says the board has failed to address the underlying issues.

  • "The stream of harmful revelations has continued," the proposal's backers say in the letter. They say the company "regularly breaks pledges to remove harmful content," including those targeted at teens as well as political and COVID-19 misinformation.
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