Facebook COO Sandberg Becomes One More Powerless Board Member

So many people wanted Facebook (NASDAQ: FB) to have a female member of its board of directors. As a new age corporation how could it have made the glaring mistake of having one which was all male? Now, it has one in chief operating officer Sheryl Sandberg who won an appointment recently to the social network’s board–less than two months after its IPO . Because of the share structure at Facebook, the role of the board is nearly useless and is simply part of the corporate governance system a company needs to be public. CEO and founder Mark Zuckerberg controls the critical block of voting shares.

As the Facebook IPO document reports:

Mr. Zuckerberg has the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. In addition, Mr. Zuckerberg has the ability to control the management and affairs of our company as a result of his position as our CEO and his ability to control the election of our directors

Zuckerberg, and Zuckerberg alone, decided that Sandberg should sit on Facebook’s board.

Nevertheless, Facebook treated the appointment as an honor:

“Sheryl has been my partner in running Facebook and has been central to our growth and success over the years,” said Mark Zuckerberg, founder and CEO of Facebook. “Her understanding of our mission and long-term opportunity, and her experience both at Facebook and on public company boards makes her a natural fit for our board.”

Not noted in the congratulatory press release was the additional fact that Ms. Sandberg is also Mr Zuckerberg’s subordinate.

The press and governance experts described the action as a blow in the battle for the advancement of women as board members. Several surveys in the last year show that the number of female board members at Fortune 500 companies is in the single digits. Corporations which do not have female board members, and female senior management members, discriminate, and lose the wisdom of women who should have the same consideration that men do when it comes to large company governance.

But, Sandberg’s appointment should not be considered part of a positive change in the role women hold on public corporation boards. Zuckerberg just wanted his “partner” to have another perk

Douglas A. McIntyre