22 July, 2012

Share And Share, But Not Alike | The Global Mail

Share And Share, But Not Alike | The Global Mail: But of more profound concern in the long run is the way Zuckerberg has solidified his grip on the company, particularly in the aftermath of the IPO. Zuckerberg has set up a dual-class share structure at Facebook which gives Class B shares (the shares he owns) 10 times the voting power of ordinary Class A shares. As a result, he owns 18 per cent of stock in the company, but solely controls 57.1 per cent of the voting power.

The implications for corporate governance of this brand-new public company are ominous. Facebook has listed itself under the "controlled company" exception to corporate governance rules for publicly listed companies. Unlike other publicly listed companies, a controlled company is not required to have an independent board. It is not required to have independent directors, who are responsible for determining remuneration for executives. Instead, it is Zuckerberg who is in charge of appointing directors to the board.