No matter how bad things get at Facebook, Mark Zuckerberg will be chairman for as long as he wants, experts agree – CNBC

No matter how bad things get at Facebook, Mark Zuckerberg will be chairman for as long as he wants, experts agree – CNBC

Mark Zuckerberg
Despite Facebook's weakening stock price and ever-growing list of scandals, don't expect CEO Mark Zuckerberg to lose his role as the company's chairman anytime soon, according to multiple experts on corporate governance. Calls for Zuckerberg to vacate his dual role as chairman and be replaced by someone independent have increased following a turbulent year for the company. In 2018, Facebook has endured multiple scandals, a 30-million user data breach, declining and stalling growth in key markets, an executive exodus and the worst stock performance since going public in 2012. "Boards that are fed up with a CEO can just fire them, but when you have a controlling CEO, you can't do that, " said Lawrence Cunningham, a professor of corporate governance at George Washington University. "You can push them around a little bit, but ultimately, he calls the shots." Removing Zuckerberg and installing an independent chairman would give more independence to the board, potentially allowing it to provide the company with more oversight and accountability. Zuckerberg would still have plenty of power as the company's majority vote holder, but the separation of the roles could be a first step in rebuilding trust with the public and provide a ....


As Facebook's majority vote holder, Zuckerberg has the ability to remove any director "with or without cause, " according to the company's bylaws. That means Zuckerberg can fire any director if he so much as gets the feeling that any of them might want to make a motion to vote for a new chairman. The same would likely occur should any Facebook directors begin to publicly criticize Zuckerberg or voice support for any shareholder lawsuits or proposals, such as Trillium Asset Management's proposal for an independent Facebook board chairman, that could diminish the Facebook co-founder's control of the company. Zuckerberg "has the right to remove them from office tomorrow, " said John Coffee, director of the Center on Corporate Governance at Columbia Law School. "There's nothing they can do, " said Charles Elson, the director of the John L. Weinberg Center for Corporate Governance at the University of Delaware. "Their role is symbolic and that's it." They could quit dramatically, but investors probably wouldn't care.The board could make a symbolic move and quit en masse. A dramatic resignation would cause more headlines for the company and increase pressure on Zuckerberg. But many of the experts who spoke with CNBC said ....

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