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The business case for diversity has clearly been made in ways that should resonate for Facebook. A majority of Facebook users are women. Diverse boards help to attract and retain the best management talent and a fair number of women now comprise Facebook’s senior executive ranks. Most compellingly, boards with women directors (specifically, three women directors) correlate with improved financial performance. If that doesn’t convince Nominating & Governance Committees and management teams to support and actively increase diversity, I’m not sure what will.
In June, to counter mounting criticism, COO Sheryl Sandberg was named to the board, seemingly appeasing shareholders and governance gurus alike. But has the Facebook board solved its diversity problem? Not really.
While it is true that Facebook is now able to put a check mark in the gender column on its board matrix, not much else has changed. Sheryl has the most corporate and governance experience on the management team, so she’s a reasonable choice for any number of boards, including Facebook. Yet she doesn’t bring a new perspective to the table. She’s clearly a confidante and coach to a brilliant but young and untested CEO. As COO, one assumes that she attends all board meetings, so she’s already in the room.
CEO Mark Zuckerberg has surrounded himself with extremely bright and accomplished board members. The issue is that many of them have virtually identical backgrounds that combine investment banking with innovative entrepreneurship. Most are directly invested in the company. These qualities may be good for the short term but they can also cloud perspectives longer term and hamper necessary strategic shifts.
It’s become conventional wisdom that groups make better decisions than individuals. Research out of the Kellogg School of Management in 2010 tells us that heterogeneous groups make better decisions than homogenous ones. More recently, researchers at CMU, MIT and Union College have shown that the collective intelligence of a group depends on how well they work together and that the ability of a group to cooperate improves with the number of women in it.
You don’t need to necessarily gather the “smartest people in the room” -types to improve board decision-making. What you need is diversity, ideally a collection of men and multiple women directors with different ethnic and cultural backgrounds, viewpoints, skills and expertise who can bring out the best in each other and in the management team.
Because Facebook is a controlled company, it doesn’t have to follow the same rules as a fully public company. Neither the Nominating & Governance Committee nor the Compensation Committee need be fully independent. Because of this and the two-tiered ownership structure, newly-minted shareholders don’t hold a lot of sway. At this point, all they can do is cross their fingers and hope for the best.
Facebook may not be all that concerned right now with best governance practices, even proven ones. Perhaps as the company matures and evolves, so will its governance. However, there will come a time when Facebook’s management may not have all the answers and the ability to think differently about the company’s challenges and opportunities will be crucial to its future. Doesn’t it make sense to build a truly diverse board that can make a real difference to the success of Facebook, Mark Zuckerberg and all the company’s investors now?
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