Facebook will not announce the first members of its independent oversight board this year as it originally expected, the company said on Thursday.
Last November, Mark Zuckerberg wrote about his vision for what content governance should look like for Facebook. Since then, Facebook has been laying the groundwork for a new organization with independent oversight over how the company makes decisions on content.
Facebook says it has established the independent Oversight Board Trust to ensure the board can safeguard its ability to make independent decisions and recommendations. This critical component of the board’s governance structure has been created as a Non-Charitable Purpose Trust under Delaware law. Facebook is releasing the trust documents, which include both a Trust Agreement and an LLC Operating Agreement that will facilitate contracts with board members and employ staff, separate from Facebook.
The board will have its own staff, independent from Facebook. To start, Facebook expects this staff to include a director, case managers and dedicated staff members (or contracted services) who can support things such as the board’s communications, legal, human resources and research needs.
"The trust will ensure good governance and accountability, as stated in the board’s charter, by maintaining process and administrative oversight over the board," Facebook said. For example, it will be responsible for overseeing the board’s funding, which includes administering payroll and accounting, ensuring tax compliance and reviewing the board’s annual budget. It will also formally appoint and remove members in accordance with the forthcoming bylaws and code of conduct.
The trust will have at least three individual trustees and a corporate trustee, Brown Brothers Harriman Trust Company of Delaware, N.A., a corporate trust company with extensive experience handling large trusts. Facebook is currently conducting a search for the individual trustees, with the support of the global leadership advisory and executive search firm Spencer Stuart. The compant will announce these trustees next year.
Facebook has made an initial commitment of $130 million, which will cover operational costs such as office space, staff and travel expenses, and should allow the board to operate for at least its first two full terms, approximately 6 years.
The board is one of Facebook’s high-profile efforts to respond to criticism over how it handles problematic content and transparency around its decision-making.