The Subordinated Board: Facebook

Gerry Brown () and Randall S. Peterson ()
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Randall S. Peterson: London Business School

Chapter 5 in Disaster in the Boardroom, 2022, pp 89-101 from Springer

Abstract: Abstract A subordinated board is one that is incapable of acting independently of the executive. This subordination sometimes happens when the organization has a dominant CEO with a strong character, but sometimes it happens because of the way power within the organization is structured, for example if the chief executive is also a dominant shareholder and/or has the power to control appointments to the board. When this happens, it becomes hard—if not impossible—for the board to exert proper scrutiny and call the CEO to account. We explore Facebook as an example of a company where the board has consistently struggled to make any impact or rein in the senior executive team. It is corporate governance in name only. As founder, CEO and chairman of Facebook, Mark Zuckerberg wields immense control over the company’s governance, despite its publicly owned status.

Keywords: Subordination; Facebook; Mark Zuckerberg; Scrutiny; Poor governance (search for similar items in EconPapers)
Date: 2022
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Persistent link: https://EconPapers.repec.org/RePEc:spr:sprchp:978-3-030-91658-9_5

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DOI: 10.1007/978-3-030-91658-9_5

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