: Facebook opposes adding civil-rights expert to its board

United States

For the second year in a row, Facebook Inc., which is no stranger to civil-rights issues and controversies, is urging shareholders to vote against a resolution that calls for a human- and civil-rights expert on its board.

Citing the global company’s role in the amplification of tensions that have led to genocide in places such as Myanmar and Ethopia, shareholder advocacy group Arjuna Capital is proposing that Facebook FB, -0.29% install a board director with “a high level of human- and/or civil-rights expertise and experience and is widely recognized as such.”

The proposal points to an ad boycott against Facebook by more than 300 advertisers last year over the company’s handling of hate speech, including its failure to remove former President Donald Trump’s posts (it later banned him from the platform); civil-rights auditors finding that the Facebook had not done enough to protect users from discriminatory posts and ads; and an accusation last year by a former employee that the company ignored political manipulation by foreign governments that sought to mislead their citizenry, among other things.

Monday, the Guardian published an in-depth interview with that former employee, Sophie Zhang, who discovered fake account networks that allowed for political manipulation in different countries around the world. Among other things, she alleges that Facebook was slow to act on such discoveries unless there was press coverage of it, a charge the company denies.

Facebook, which says its platforms’ users total more than 2.7 billion people, was among the many companies which last year declared solidarity with the Black Lives Matter movement and is among the many companies that this year are opposing race-related shareholder resolutions. The company says it’s already working on the issues raised by Arjuna in its proposal.

“We believe that implementing this proposal is unnecessary because of our continued progress in this area and our efforts to fight abuse across our services, including our recent appointments in our human-rights and civil-rights leadership,” Facebook said in a statement of opposition included with its proxy, which was made public Monday.

See: Companies declared ‘Black lives matter’ last year, and now they’re being asked to prove it

Also: Citigroup, Wells Fargo, Bank of America, Goldman Sachs, JP Morgan urge shareholders to vote against racial-equity audits

Those appointments include the company’s hiring of renowned lawyer Roy Austin, Jr. as vice president of civil rights and deputy general counsel to oversee Facebook’s new civil-rights team earlier this year. Facebook also mentioned that Chief Operating Officer Sheryl Sandberg heads a company civil-rights task force, plus what it calls its “meaningful action” on fighting hate on its platforms.

The company further said its board “does not believe that setting aside a board seat for any predetermined profile is a good corporate governance practice and may limit the board’s ability to identify and recruit the most qualified candidates who must consider a broad range of issues.”

“The board contradicts itself, arguing on one hand that a human- and civil-rights board expert could not address a broad range of issues, while arguing on the other hand how broadly human and civil rights impact Facebook’s operations, how much work is underway, and how much more work is needed,” Natasha Lamb, managing director of Arjuna, told MarketWatch on Monday.

Lamb also said Facebook’s business model is “fueled by clickbait,” which she calls the root cause of the “racism, sexism, hate and violence perpetuated on its platforms.”

This is the second year Arjuna has brought the proposal. Last year, 12% of shareholders voted yes on it.

As for other shareholder resolutions, Facebook also recommends no votes on:

  • A proposal that the company become a public benefit corporation.
  • A resolution for a board report on platform misuse.
  • A proposal that the board prepare a report on the effects of Facebook’s encryption policies on sexual exploitation of children.
  • A resolution that Facebook get rid of its dual-class stock structure.
  • A proposal for an independent board chair. Mark Zuckerberg is both chairman and chief executive.

Facebook’s annual shareholder meeting is scheduled for May 26 at 10 a.m.