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Sort of off-topic, what do board members of large (tech) companies do? What value do they provide?



Main job is to represent the shareholders’ financial interests by hiring, monitoring and firing the CEO.


Follow-up question: what is the job of the board when the CEO has the majority of the voting shares?


They still have social power. No company wants its entire board to resign at once, even if they only care about the share price. So the board can use that as a leverage.


So the larger the board, the more power Zuckerberg has, as it's more and more unlikely that everybody resigns. Especially if he starts adding friends.

Dual-class shares should be banned IMO. I know that the people buying $FB do it aware of the stock's limited power, but I don't understand why this is allowed to perpetuate. You're essentially buying shares without any representation. If I own 10% of a company's net worth, I should have 10% voting rights.

With great power comes great responsibility. Unless you're the CEO of a large tech company.


Shares aren't being bought for representation, and haven't been for some time now - maybe even as far back as the 1980's when hostile takeovers were more common. I, as an individual, own FB because I think I'll be able to sell later on when I need liquid cash, for more than I'd get parking it in a savings account. There are other reasons to buy stock, but I know I'm not alone in this reasoning. As an individual, there's just no way for me to own 10% or even 1% of Facebook, who's market cap is some $580 billion.


I'm guessing most stockholders (whose shares aren't held in custodian accounts) would have access to a company's Annual General Meeting, where individuals who are charismatic enough could possibly influence the going-ons.


> I know that the people buying $FB do it aware of the stock's limited power, but I don't understand why this is allowed to perpetuate.

People buying FB stock just want good returns unless you're like some sort of people who like controls.

> With great power comes great responsibility. Unless you're the CEO of a large tech company.

This is interesting. I don't know how many times I've seen people in HN always try to push the narratives of "Founders must be from Engineering background with solid/smart tech-skills and they must rule the company not the VC!!".

So far those founders/CEOs with Engineering background (or hackers background) eventually decided that they have too much power to not use it at their will :) (Google founders have multiple sex scandals using their power to get what they want, Facebook with the whole privacy stuff).

Such is life...


Same thing. In this case they represent the minority shareholders too. Of course the majority owner can put whoever they want on the board.


Coaching and educating him on the creation non-voting shares so he'll never lose that majority.


They are like the CEOs "reality check". So things like tell him to not tweet things about the company while tripping on LSD or that kind of week to week ego bookkeeping.


Social club


Not at Facebook. Zuck controls >50% personally.


So in this case absolutely nothing.


Only when things are bad. Normally it’s to help provide advice and perspective.


>Facebook shareholders suing the company allege that Andreessen, an independent board member representing the company's stockholders, surreptitiously coached Zuckerberg through a multi-week negotiation process to win board approval for the stock change — something the stockholders argue is a major conflict of interest.

https://www.businessinsider.com/mark-zuckerberg-marc-andrees...

There is some value for you.


Advice and to keep the CEO in check.

Dynamics are different if the CEO is also President of the Board however.


They look out for the shareholders of the company. Since Mark Zuckerberg owns a majority of the voting shares, the board basically runs as a formality for him. The industry plays no real role on the board.




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