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 governance 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 them. We made considerable efforts to arrange collective investor engagement with Meta on those risks and their management.
In October 2024, we coordinated a letter to Meta on behalf of a coalition of 30+ investors (including a few of our clients), representing a total of $3.6 trillion in assets under management; that number later grew to $4+ trillion. Our 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.
We had initial dialogue with Meta’s Investor Relations suggesting that our concerns would be addressed in the next investor call. However, investor communications came to a halt after January 2025, when the company announced a number of changes in its content management policies in the US. These included termination of independent professional fact-checking programme in the US and its replacement with Community Notes, and easing content moderation around “less severe” topics – such as immigration, gender, and politics. The factual basis for, and the decision-making process behind this shift were unclear.
Meta also made a few key personnel changes and Board appointments. Some of the latter raised concerns regarding their independence and qualifications.
We continued our engagement efforts, following up with updates to our questions and concerns, and sent another request for engagement on specific topics in November 2025. The topics included the reliability of content management tools and decision-making processes around them, data privacy and security, governance and assessments of responsible AI practices, the protection of content moderators, and the safety of children and teenagers on Meta platforms.
At some point, we established dialogue with the company’s office of corporate secretary and were promised a series of calls with Meta’s subject matter experts to discuss our questions.
We subsequently asked to prioritise the topic of child safety online. In addition to our earlier concerns about weaknesses of Meta’s internal Generative AI Content Risk Standards on chatbot rules regarding children, later decisions by the US judiciary and European regulators further exacerbated them. In March 2026, the State of New Mexico’s court ruled against Meta on the grounds that it violated Unfair Practices Act by making false or misleading statements and engaging in unconscionable trade practices to take unfair advantage of children’s vulnerabilities and inexperience.
Soon after, the Los Angeles County Superior Court found Instagram and YouTube negligent in the design or operation of their social media platforms, causing harm to a young person by employing tools such as infinite scroll and autoplay. While the fines imposed by the court were immaterial in this case, future trials, including a planned first federal bellwether MDL trial against Meta, Alphabet, Snap and TikTok involving a growing number of plaintiffs, could increase risk to the business model, particularly as it could results in injunctive relief, i.e., a court order forcing social media companies to fundamentally change their app designs, potentially banning infinite scroll for minors or mandating chronological feeds.
In April, The European Commission concluded its assessment finding Meta to be in breach of EU Digital Services Act (DSA) by failing to prevent children under 13 from using its Facebook and Instagram platforms.
We highlighted this in our follow-up with Meta, asking about measures it was considering to improve its impact on children’s and young people’s physical and mental safety, including whether these would encompass advances in age verification techniques and better control of content, engagement type and screen time.
However, despite earlier promises of investor calls to discuss this, we have received no further update.
Given this stalled engagement, 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 2026 AGM
Voting against directors - seven out of twelve
One of our key governance principles is that directors must be held accountable for corporate conduct that gives rise to investor concerns. Holding directors accountable is especially important since the company does not provide other opportunities to engage with shareholders.
With this in mind, we will be voting against seven out of 12 Meta directors:
1.1. Peggy Alford. As Chair of the combined Compensation, Nomination & Governance Committee, we hold her responsible for the dual-class share structure with differential voting rights and no sunset provision, and for the three-year Say on Pay vote frequency. We are also concerned about shareholders’ inability to call a special meeting.
1.5. John Elkann. We supported his election in 2025, but he failed to achieve the minimum attendance rate of 75% of board meetings. He is also over-committed: his concurrent roles at EXOR (CEO), Ferrari (Chair) and Stellantis (Chair) appear to be preventing him from fulfilling his directorial duties at Meta. We also escalate to all members of the Compensation, Nomination & Governance Committee our concern about the multi-class share structure with differential voting rights and no sunset provision.
1.6. Andrew Houston. As the longest-serving member of the Compensation, Nomination & Governance Committee, we hold him responsible for the significant decline in board gender diversity, which now stands at 17%. We also escalate our concern about the multi-class share structure to all members of that committee.
1.7. Nancy Killefer. As the new Chair of the Audit Committee, we escalate to her our concern about the ratification of EY as external auditor despite concerns over its independence (see below).
1.10. Dana White. Mr White failed to attend at least 75% of board meetings. We also continue to question whether his skills and professional background are aligned with the expertise expected of a director serving on Meta’s Board.
1.11. Tony Xu. As a member of the Compensation, Nomination & Governance Committee, we escalate our concern about the multi-class share structure with differential voting rights and no sunset provision.
1.12. 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. We also hold the Chair accountable for the ongoing auditor tenure concern. Furthermore, Meta is on our Ethical AI watchlist: we have made many attempts to engage with the company on behalf of a shareholder group with assets exceeding $3 trillion (see above). Despite repeated promises, we have not been granted this opportunity and our concerns remain unaddressed. Further, we continue to raise concerns about 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. We also note the recent New Mexico and California court rulings regarding child exploitation and addictive product design, which compound the risks we have consistently flagged.
Votes against other management proposals
We vote against:
2. Auditor EY, which has served as Meta’s external auditor since 2007. Additionally, non-audit fees have exceeded 25% of audit fees in each of the last two years.
The shareholder resolutions we support - nine out of ten
Supporting shareholder proposals is especially important in the current context, where the company does not provide other meaningful opportunities to engage with shareholders.
3. Report on Risks of Improper Use of External Data to Develop AI Products
Sarasin has been focusing on data privacy in our engagement with Meta, including calls for stronger user privacy and consent mechanisms. Given Meta’s history of privacy-related controversies – including regulatory penalties and allegations regarding data collection practices – the company faces heightened risk that AI development could lead to further misconduct, litigation, or regulatory action. Stronger disclosure of, and policies on, the oversight of data ethics in AI development is necessary to protect shareholder value, maintain consumer trust, and mitigate fiduciary and public-welfare risks.
4. Initiate Annual Vote on Executive Compensation
An annual Say on Pay vote would provide shareholders with greater input on the company’s executive compensation policies and practices, delivering stronger accountability than the current three-year frequency.
5. Approve Recapitalisation Plan for all Stock to Have One-vote per Share
Under our policy, we vote for resolutions calling for the liquidation of dual-class share structures that are detrimental to fundamental shareholder rights, such as the right to elect directors.
This resolution has been filed for the 13th consecutive year; support reached 25.8% in 2025, which is a majority of independent shareholders.
6. Disclosure of Voting Results Based on Class of Shares
It would enhance voting transparency for the company to begin differentiating voting results on a per-class basis, facilitating improved board accountability given the existing dual-class share structure. Support of this initiative has grown from 17% in 2024 to 20.6% in 2025 (also a majority of independent shareholders).
7. Issue Report Assessing Company’s Human Rights Due Diligence Processes
While we appreciate the company’s existing Corporate Human Rights policy and supplemental disclosures regarding content moderation and due diligence measures, we are supportive of an additional report assessing the effectiveness of heightened human rights due diligence where Meta operates in conflict-affected and high-risk countries, particularly regarding content moderation in those contexts.
8. Issue Report Addressing Antisemitism and Hate in Online Platforms
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.
We supported a similar resolution in 2025 and note that the underlying issues remain unaddressed.
9. Report on Impact of Data Centre Expansions on Climate Commitments
We believe it is important that the company re-confirms its climate change-related strategy with regard to the specific geographical locations of its data centres, given the massively growing energy demand from artificial intelligence and data centres that Meta is planning to build. We recognise and welcome steps to ensure its expanding data centre emissions are carbon-free, including sourcing net zero power, commissioning nuclear energy, reducing embedded carbon in construction materials, and investing to enhance energy efficiency. However, in light of the substantial expansion in energy demand anticipated with Meta’s AI infrastructure growth plans, we seek greater visibility around how Meta will be working with local utilities and grid operators, as well as through independent power agreements, to ensure future infrastructure investment is carbon-free and does not lead to long-lived fossil fuel assets that lock in carbon growth in the future.
10. Report on Integrating Child Safety Improvement Metrics into Executive Compensation Programme
We believe the integration of child safety improvement metrics into the executive compensation programme would strengthen accountability, given Meta’s recent controversies regarding child protection and the expectation of continued legal actions and regulatory changes in this area. We also note that the current executive compensation policy lacks objective performance-based criteria; this proposed measure would make it more transparent and better aligned with the company’s strategic goals and shareholders’ interests.
11. Oversee and Report on Data Protection Impact Assessment on Generative AI Chatbots
While we appreciate Meta’s existing and evolving disclosures regarding user control of data collection and targeted advertising, we believe the company would benefit from greater transparency around its policies on AI-chatbot-linked data collection and use. This would strengthen data guardrails on chatbot conversations, including by providing users with the ability to opt out of such data collection practices.
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