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Governance

NYC comptroller calls on Facebook to improve transparency, accountability

The Twitter page of Cambridge Analytica is displayed on a smartphone against a backdrop of Facebook’s logo on a computer screen in an arranged photograph.

New York City Comptroller Scott Stringer has asked the lead independent director of Facebook Inc. to work with the company's other independent directors to improve transparency and accountability.

The directors should "take the steps necessary to restore investor confidence in the board and its ability to provide independent and effective oversight on behalf of shareowners," said the Tuesday letter to Dr. Susan Desmond-Hellmann from Mr. Stringer, the fiduciary for the five pension funds within the $193 billion New York City Retirement Systems.

The five pension funds own a total of 4.9 million Facebook Class A common shares worth approximately $895 million, said the letter, which Mr. Stringer's office provided to Pensions & Investments.

Mr. Stringer's letter referenced the recent revelations that Cambridge Analytica, a political consulting firm affiliated with Donald Trump's 2016 presidential campaign, harvested data affecting about 50 million people.

CEO Mark Zuckerberg recently issued an apology, which said in part: "This was a breach of trust, and I'm sorry we didn't do more at the time. We're now taking steps to make sure this doesn't happen again."

Mr. Stringer's letter to Ms. Desmond-Hellmann called for, among other things, the assigning to an independent board committee the "explicit oversight of data privacy policies and risks." It also called for establishing a "robust clawback policy to allow the board to recoup executive pay in the event of violations of law, regulation or company policy" that causes "significant" harm to Facebook's finances or reputation.

Mr. Stringer also asked that Facebook's directors form a nominating committee to reconstitute the full board with at least three new independent directors. Five of the 13 board members are independent, according to the company's most recent proxy statement filed April 14, 2017, with the Securities and Exchange Commission.