Treasurers Demand Zuckerberg Quit as Facebook Chairman

Social network CEO shouldn’t have dual role, say financial officials from NYC and three states, backing Trillium plan.

Facebook CEO Mark Zuckerberg should step down from his additional post as the company’s board chairman, because his dual role gives him too much power, three state treasurers and the New York City comptroller declared Wednesday.

The four officials, who oversee public pensions that own Facebook shares, were backing a proposal made in the summer by Trillium Asset Management, a hedge fund that specializes in environmental, social, and governance (ESG) investing. In addition to New York City’s finance chief, treasurers from Pennsylvania, Rhode Island, and Illinois joined in.

To be sure, Facebook founder Zuckerberg’s ownership of about 60% of the company’s voting shares would leave him with full control of the business no matter that happened to its governance. But Trillium believes that an independent board chair would keep his power in check. Its plan is intended as a shareholder resolution that investors will vote on in May 2019.

In a joint statement, Trillium and the public officials decried Facebook’s role in sharing of personal data and permitting Russian trolls from trying to interfere in US elections. The officials called for Zuckerberg to follow Tesla CEO Elon Musk and step down as board chair.

For more stories like this, sign up for the CIO Alert newsletter.

“We need Facebook’s insular boardroom to make a serious commitment to addressing real risks—reputational, regulatory, and the risk to our democracy—that impact the company, its shareowners, and ultimately the hard-earned pensions of thousands of New York City workers,” said New York City Comptroller Scott Stringer, quoted in the joint statement. “An independent board chair is essential to moving Facebook forward from this mess, and to reestablish trust with Americans and investors alike.”

Rhode Island’s treasurer, Seth Magaziner, called the board’s current oversight “inadequate,” given the “recent mishandling of several controversies.”

“Having an independent board chair—separate from Mr. Zuckerberg’s role as CEO—is in the best long-term interest of Facebook shareholders, including the members of Rhode Island’s pension system,” he said.

In the past, technology firms were favorite holdings of ESG-minded investors, as the tech companies don’t pollute. But they come up short on governance, said Robert Eccles, visiting professor of management practice at Oxford University’s Saïd Business School. He told an audience at the fourth Bloomberg Sustainable Business Summit Tuesday that tech companies need to be put in their place.

“There’s enough focus on oil and gas, there’s a lot focus on pharmaceuticals,” said Eccles, known for being a pioneer in the ESG movement.  “If you wanted to find a sector that needs a wake-up call, [tech] tends to be fairly young and fairly rich and really arrogant.”

In recent months, tech companies such as Facebook and Tesla have been under fire, reminiscent of Microsoft chief Bill Gates’ testifying 20 years ago before Congress, addressing concerns about the software giant’s then-massive power. Zuckerberg testified on Capitol Hill in April over the data breach.  Tesla’s Musk was fined millions in August over his ill-conceived tweet about a possible buyout, which sent shares soaring before the deal proved to be nonexistent.

Musk also stepped down as board chair, which caused Tesla shares to rise just as quickly as they fell several days before. The company has yet to announce its independent director, rumored to be James Murdoch of News Corp., although Musk denies this.

“These people [tech companies] are creating a kind of a value risk because people may stop buying their products [and there] are regulatory risks which could hurt stock prices,” Eccles told CIO.

Other than Facebook’s stock decline, Zuckerberg went virtually unpunished, going back to his daily routine after issuing an apology where he said only that the company “didn’t take a broad enough view of our responsibility.” He still was able to keep his post as CEO and board chair, which he assumed in 2012.

In addition to the data dilemma, the Trillium officials’ statement noted Facebook’s other controversies, such as the alleged Russian meddling in US elections, the spread of fake news, and propagating violence in Myanmar, India, and South Sudan. It also criticized the platform’s addictive nature, which it charged leads to an increase in mental health problems such as stress and depression—and a feature that allows advertisers to exclude people of color from seeing ads.

“If it’s a dual-class share structure and he’s got 60% of the shares and he’s the chairman and CEO… how does that work?” Eccles said. “This is risk.”

Fellow other techies, Google, Microsoft, Apple, Oracle, and Twitter, all have split their CEO and chairperson roles. Indeed, 59% of the S&P 1500 have done the same as of April.

 “We believe this lack of independent board chair and oversight has contributed to Facebook missing, or mishandling, a number of severe controversies, increasing risk exposure and costs to shareholders,” Trillium said.

“If you look at Facebook, what these shareholders are doing by saying ‘we want to have an independent chairman that’s not Mark Zuckerberg’ is that first step,” said Eccles. “Fix the governance, then you have to say, ‘by the way, here are the issues we’re concerned about’ …and those are the things that shareholders and NGOs need to address.”

Zuckerberg did not respond publicly to the demands.

Tags: , , , , , ,

TPR Fines Trustees for Not Investing Savings Promptly

Failure to invest £1.4 million for three years affected more than 9,000 Salvus Master Trust plan members.

The Pensions Regulator (TPR), the UK’s watchdog for workplace pensions, has fined four trustees of a master trust for failing to promptly invest £1.4 million ($1.8 million) of its members’ savings for three years, affecting 9,081 plan participants

TRP fined the trustees of Salvus Master Trust a total of £5,000 for the problem—the maximum fine that could have been imposed.

“Pension schemes must collect and invest the contributions made by employers and employees,” Nicola Parish, executive director of frontline regulation at TPR, said in a release. “To have left so much money uninvested for this period of time is clearly unacceptable.”

In the UK, pension trustees are required by law to process and invest contributions from employers promptly and accurately, according to TPR. Otherwise trustees are breaking regulation 24 of the Occupational Pension Schemes Regulations 1996. This was TPR’s first penalty issued following a breach of this rule.

Never miss a story — sign up for CIO newsletters to stay up-to-date on the latest institutional investment industry news.

According to TPR’s regulatory intervention report, in January 2017 the trustees of Salvus Master Trust reported to TPR that there had been a failure to invest pension contributions received since 2014.  Salvus blamed the problem on issues with its manual process for allocating contributions. The trustees also provided details of their plans to address both the failure to invest pension contributions, and ongoing administration problems with the pension.

TPR said the master trust cooperated with the regulator to address the problems, and to make sure all of the affected members were returned to the financial position they would have been in if the error had not occurred.

“Our engagement with Salvus has ensured that not only the thousands of members affected have not suffered any detriment, but also the master trust’s systems have been improved to stop this happening again,” said Parish.

In September 2017, TPR issued a penalty notice to the trustees of the plan who were active between April 6, 2015, when the regulation requiring trustees to process core financial transactions promptly and accurately came into force, and Oct. 17, 2016. TPR said it chose the timeframe because each penalized trustee had responsibility to comply with regulation 24 and took no action to rectify the breach.

New legislation for master trusts came into effect Oct. 1, which is intended to put safeguards on the plans to better protect members.

“Master trusts have to prove that they meet standards in five areas, including proving that they have adequate systems and processes,” said Parish. “We will continue to take tough action against schemes which do not meet their legal duties.”

 

Tags: , , ,

«