Zuckerberg is currently both the chief executive of Facebook as well as chairman of its board of directors.
The shareholders calling for him to step down as chairman say doing so would help him focus on running the company.
The issue will be decided via a vote on Proposal 6 of its proxy statement: “Stockholder Proposal Regarding an Independent Chair.” The Council of Institutional Investors, which supports a vote for Mark Zuckerberg to step down as chairman, argues:
Having an independent chair helps the board carry out its primary duty — to monitor the management of the company on behalf of its shareowners.
拥有一个独立的主席可以帮助董事会履行其主要职责 - 代表其股东监督公司的管理。
A CEO who also serves as chair can exert excessive influence on the board and its agenda, weakening the board’s oversight of management.
Separating the chair and CEO positions reduces this conflict, and an independent chair provides the clearest separation of power between the CEO and the rest of the board.
However, though a vote will take place today at the company’s annual general meeting, it’s virtually impossible that it will pass. That’s because Mark Zuckerberg holds 60% of the voting power of shareholders all by himself. However, as the BBC notes, if the majority of third-party shareholders do vote for the motion, it could give Zuckerberg something to think about.
This isn’t the first time people have wanted Zuck to step down from his dual roles. In recent weeks both digital rights groups and investor groups have called for the Facebook CEO to cede his role as chairman.