Meta Platforms is the owner of Facebook, Instagram, and WhatsApp, and a major player in AI. It is grouped among the ‘Magnificent Seven’ of dominant tech companies.

Sarasin has been a shareholder in Meta since 2023, and began engaging with the company in the same year.

Engagement on corporate governance and ethical AI

In 2023 and 2024, we sent post-proxy letters to Mark Zuckerberg, the Founder, Chairman, and CEO of Meta, outlining a series of governance and oversight concerns. Despite following up  these communications, we have not received a response from the company.

In our correspondence, we raised several critical issues, including:

• The dual-class share structure that grants disproportionate voting control to the founder;
• The combination of the Chair and CEO roles;
• Insufficient board independence and the over-commitment of certain directors;
• The lack of auditor rotation.

We also expressed concerns about Meta's executive compensation practices, which we find to be non-transparent and lacking in objective performance criteria. The pay scheme is entirely at the discretion of the Compensation Committee and consists solely of time-based restricted stock units, with no performance-based conditions. Additionally, we believe the current three-year frequency of the Say on Pay vote is not in shareholders’ best interests. We advocate for annual Say on Pay votes to ensure stronger accountability.

Given the significant risks associated with the deployment of generative AI, we have also requested additional disclosures on how Meta intends to manage misinformation and disinformation risks associated with this technology.

In September 2024, we participated in a collective investor engagement call organised by Meta. During the call, company representatives reiterated their commitment to a safe and trustworthy online environment and highlighted their efforts in the responsible development and deployment of AI models across business operations. However, several of our specific questions remained unanswered.

Subsequently, in October 2024, we coordinated a letter to Meta on behalf of a coalition of 36 investors (including a few of our clients), representing a total of $3.6 trillion in assets under management. This letter called for detailed responses to key concerns, including the effectiveness of content moderation, child protection measures, enforcement of data privacy standards, and the protection of intellectual property rights.

Meta’s ESG officer in Investor Relations responded, indicating that our concerns would be addressed in the next investor call. However, in January 2025, a number of developments gave rise to further concern:

• Fact-checking programme terminated: Mark Zuckerberg announced the termination of Meta’s fact-checking programme, to be replaced by “Community Notes.” Evidence from similar initiatives (e.g. on X, formerly Twitter) suggests that such systems suffer from limited speed and coverage, raising doubts about their effectiveness[1]. The decision-making process behind this shift remains unclear.
• Changes in content moderation: In the same announcement, Zuckerberg stated that Meta would no longer moderate certain “less severe” topics – such as immigration, gender, and politics – unless additional alerting (e.g., user reports) is provided. He cited a 10–20% false positive rate in past content demotions as a rationale. However, the decision-making authority and process behind these changes remain opaque. Meta maintains that it will continue addressing serious violations such as terrorism, child sexual exploitation, drug-related content, fraud, and scams.
• New Board appointments: Meta appointed three new board directors, including Dana White, President of the Ultimate Fighting Championship. Reports suggest a personal relationship between White, Trump, and Zuckerberg[2], raising questions about his independence. Additionally, we do not see a clear alignment between his background and the strategic needs of a leading information technology company.
• Leadership change in Global Affairs: We also learned that Sir Nick Clegg, Meta’s former President of Global Affairs – and the original addressee of our October engagement letter – has been replaced by his deputy, Joel Kaplan, a long-time Republican strategist.

In February 2025, we submitted a follow-up letter on behalf of the same investor group, requesting that Meta clarify how it plans to address both ongoing and new concerns at the next investor call. In particular, we emphasised the lack of transparency in recent decision-making processes.

To date, we have not received a response. We have since learned that our primary point of contact in ESG Investor Relations is no longer with the company. Based on our discussions with fellow investors, it appears that the opportunity to engage with Meta has effectively been suspended.

Given these developments, we are increasing our focus on voting at the Annual General Meeting (AGM). By publicly disclosing our voting intentions, we aim to draw attention – both from fellow investors and from Meta’s leadership – to what we believe to be serious and unresolved governance and accountability issues facing the company. 

Our voting at the 2025 AGM

Voting against directors

One of our key governance principles is that directors must be held accountable for corporate conduct that gives rise to investor concerns.

With this in mind, we will be voting against five out of 15 Meta directors:

1.1. Peggy Alford. As the Chair of combined Compensation, Nomination & Governance Committee, we believe she is responsible for the dual-class share structure with differential voting rights and no sunset provision. We also hold her responsible for the three-year Say on Pay frequency, as well as the declining gender diversity of the Board

1.2. Marc Andreessen. We have concerns regarding this director’s independence, as his tenure suggests entrenchment. In our view, he should not hold a seat on any board committees.

1.8. Tracey Travis. As Chair of the Audit Committee, she is responsible for the excessive tenure of the company’s external auditor and the structure of fees paid to the auditor. In addition, we believe she is over-boarded, being an executive of Estée Lauder and holding three external board seats including Meta.

1.10. Mark Zuckerberg. We remain concerned about the continued combination of the Chair and CEO roles, particularly given that the company’s Lead Director cannot be considered independent. Furthermore, we hold the Chair accountable for ongoing labour and human rights concerns – specifically, reports of poor working conditions and the psychological toll on content moderators, including subcontracted workers, who often lack adequate protections such as on-site mental health services and crisis support.

1.13. Dana White. A new director appointed in early 2025. We do not consider Mr White’s skills and professional background to be aligned with the expertise and qualifications expected of a director serving on Meta’s Board.

Votes against other management proposals

We vote against:

2. Auditor E&Y, which has been in place since 2007. Additionally, non-audit fees exceeded 25% of audit fees in the last two years.
3. Amend Omnibus Stock Plan. Proposed share incentive scheme breaches dilution limits of 10% in 10 years.
4. Executive remuneration. No performance-based component, only time-based restricted shares granted. Pay scheme is non-transparent and lacks objective performance criteria, it is at the full discretion of the RemCo at all times. Further, we do not support the three-year Say on Pay vote frequency (according to the latest 2019 Say on Pay Frequency vote).
5. Advisory vote on Say on Pay frequency. One year, as it allows better control by shareholders over management incentives.

The shareholder resolutions we support

6. Approve recapitalisation plan for all stock to have one-vote per share.

Under our policy, we vote FOR resolutions calling for liquidation of dual class share structures that are detrimental to fundamental shareholders’ rights such as the right to elect directors.

7. Disclosure of voting results based on class of shares.

It would enhance voting transparency for the company to begin differentiating the voting results on a per-class basis to help facilitate improved board accountability given the existing dual-class share structure.

8. Report on hate targeting marginalised communities.

We believe that, despite the company’s stated commitment to fostering a safe online environment, the risk of failure in mechanisms intended to prevent the spread of hate speech and violent content remains significant. These risks may have increased following the changes to the content moderation framework announced in January 2025. Enhanced transparency regarding these mechanisms across all Meta platforms would provide valuable insights for shareholders and strengthen confidence in the company's risk oversight.

9. S0429 Report on child safety and harm reduction.

While we welcome the progress achieved in child safety online during the last year, we would support greater transparency around Meta’s management of risks and measures related to child safety on its platforms.

10. S0429 Report on combatting risks of Online Child Exploitation.

We appreciate the ongoing efforts to prevent CSAM on Meta’s platforms, but we still believe the requested transparency would provide additional benefit to on the effectiveness of the deepfake-identifying software on Meta’s platforms.

11. S0429 Report on risks of unethical use of external data to develop AI products.

While we acknowledge and appreciate Meta’s robust policies and detailed disclosures regarding data use and privacy standards, we believe that residual and emerging risks remain – particularly concerning the potential misuse of Meta’s open-source models. A regular and comprehensive assessment of these risks would enhance shareholder understanding and support effective oversight of the company’s data governance and AI-related practices.

12. S0743 Disclose a climate transition plan resulting in new renewable energy capacity.

Data centre demand for energy is growing rapidly, and in certain localities is driving increased power consumption where electricity demand has been flat for several years. Meta’s data centre expansion has caused its electricity usage to increase 200% and its total GHG emissions to double since 2019. Meta has a carbon neutrality commitment for 2030, and has invested heavily in renewable power. While we appreciate that Meta has to date limited its reliance on Renewable Energy Certificates in meeting its targets, we are supportive of the resolution which seeks comfort that in the future Meta will continue to prioritise location-based clean energy, so it is not in a situation where its growing demand for energy justifies long-lived investment into fossil fuel infrastructure.

14. S0429 Report on data collection and advertising practices.

We recognise the company’s progress in enhancing transparency and user control over data collection and targeted advertising. However, elements of the proponent’s request may offer additional value to shareholders, particularly in light of ongoing concerns around internal controls and oversight – as evidenced by recurring regulatory penalties and a pending investor lawsuit. For instance, implementing or strengthening the disclosure of a user privacy impact assessment or audit could help identify and address potential governance gaps.

We wish to emphasise that, in the current context where the company no longer displays readiness to provide meaningful opportunities for shareholder engagement, votes cast against management proposals carry heightened significance. As a result, we are including this consideration in every voting rationale we publish.

[1] https://apnews.com/article/x-musk-twitter-misinformation-ccdh-0fa4fec0f703369b93be248461e8005d

[2] https://www.dailymail.co.uk/sport/mma/article-13962751/donald-trump-dana-white-ufc.html and https://www.theguardian.com/sport/2025/jan/11/why-mark-zuckerberg-turned-to-dana-white-to-secure-magas-favor

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