Stockholder Proposal on International Public Policy Committee

Resolved: stockholders recommend that facebook Inc. (our Company) establish an International Public Policy Committee of the Board of Directors to oversee our Company's policies and practice that relate to international public issues including human rights, corporate social responsibility, charitable giving, political activities and expenditures, and foreign governmental regulations that may affect our Company's operations, performance, and reputations worldwide.

Supporting Statement

Our Board of Directors has only two committees: Audit Committee, Compensation and Governance Committee (Notice of Annual Meeting of Stockholders 2015, p.14).  There is not a committee to deal with international public issues affecting our business.  According to our Company’s Annual Report 2014, our Company had 890 million daily active users worldwide with only 157 million daily active users in the U.S. and Canada on December 31, 2014 (p.33).  This data does not include China.

A Washington Post article “China’s new terrorism law provokes anger in U.S., concern at home” (https://www.washingtonpost.com/world/asia_pacific/china-invokes-terrorism-as-it-readies-additional-harsh-measures/2015/03/04/1e078288-139c-497e-aa8a-e6d810a5a8a2_story.html) reported: “A new draft counterterrorism law here is provoking unusually strong condemnation, from multinational companies trying to do business in China to domestic dissidents trying to stay out of jail and from global human rights groups to foreign health workers.” It is “invoking the dangers of violent extremism to justify and expand an already harsh crackdown on civil rights and to punish foreign information technology companies that refuse to play by its rules.” “President Obama focused his ire on provisions in the law that would affect U.S. technology companies doing business here and force them to hand over the keys to their operating systems to Chinese surveillance.” “In an interview with Reuters this week, Obama said he had raised his concerns with China’s President Xi Jinping.”

Concerning our Company’s business in China, a New York Times article “Warm West Coast Reception for China’s Web Czar (Chillier in Washington)” (http://bits.blogs.nytimes.com/2014/12/08/a-trip-to-california-for-chinas-internet-czar/) reported: “At least one thing caught the eye of China’s Internet czar during his trip to the United States last week: a book written by and about the president of China on the desk of Mark Zuckerberg.  Mr. Zuckerberg, the chief executive of Facebook, pointed to the book, Xi Jinping: The Governance of China last week while giving a tour of the company’s office to Lu Wei, the de facto head of Internet policy in China.”

Our Company Founder & CEO was proud on September 23, 2015 (https://www.facebook.com/zuck/posts/10102387539239021?fref=nf): “Today I met President Xi Jinping of China”, “this was the first time I’ve ever spoken with a world leader entirely in a foreign language. I consider that a meaningful personal milestone.”  However, appeasing a foreign leader with a foreign language is very easy; speaking out a public policy to the Chinese government with principles is very difficult. See my human rights proposal to Google’s shareholders meeting and Google’s Board of Directors statement in 2010: http://cpri.tripod.com/cpr2010/google_proxy.pdf.

It is clear that our Company lacks, thus needs, a committee to deal with complicated international public policy issues.