A

Project Report
On
CSR & CG
FACE BOOK COMPANY

Submitted To:

Submitted By:

Prof. Vivek Raina

Arun Choudhary (166)

Ronak Chhajed (165)
Tanvi Sampat
Inderjeet Zala

INTRODUCTION OF TOPIC
My report defines the face book companys corporate social responsibility & corporate
governance, so it is important to define the concept of corporate social responsibility & corporate
governance. The vast amount of literature available on the subject ensures that there exist
innumerable definitions of corporate governance. To get a fair view on the subject it would be
prudent to give a narrow as well as a broad definition of corporate social responsibility &
corporate governance of Face book Company.
An ethical company is aware that it must assume full economic, legal, social, as well as
philanthropic, responsibilities. One of the elements of this management philosophy is the
Corporate Social Responsibility (CSR) program through which a company sets the goal of
reaching a global balance that integrates human, environmental and community resources.
The concept of corporate social responsibility is emerging as one of the keywords defining
todays business environment, as the emphasis on the social roles and functions of companies is
increasing. Face book Company engages in a variety of systematic and strategic Social
Contribution programs every year on the basis of its Long-term Social Contribution Road Map
that extends to 2012. From 2011 through 2012 when its Social Contribution activities enter the
mature stage, we will seek to face book develop unique Social Contribution models and
campaigns that will reflect its core values and help it become a respected company.
The 20th century witnessed the rapid growth of the IT market and the increasing popularity of its
associated technologies, each contributing in no small way to driving innovation. The growth of
the industry, a vital part of a nations economy, coincided with the escalating use of natural
resources, affecting not just local assets but national ones as well. As a consequence,
environmental and humanitarian associations have appealed to multinationals to reduce this
impact on natural resources by becoming environmentally, morally and socially responsible.
Business Ethics is the management philosophy behind organizational, professional, institutional
and social process development, and it has become the primary challenge multinationals, Acer

included, are facing in the 21st century. It is a combination of principles and values that guide
management to strive for both economic and social goals.
CORPORATE SOCIAL RESPONSIBILITY & CORPORATE GOVERNANCE :-

Corporate Governance is concerned with holding the balance between economic and social
goals and between individual and communal goals. The corporate governance framework is there
to encourage the efficient use of resources and equally to require accountability for the
stewardship of those resources. The aim is to align as nearly as possible the interests of
individuals, corporations and society - Sir Adrian Cadbury
The primary purpose of corporate leadership is to create wealth legally and ethically. This
translates to bringing a high level of satisfaction to five constituencies -- customers, employees,
investors, vendors and the society-at-large. The raison d'tre of every corporate body is to ensure
predictability, sustainability and profitability of revenues year after year.
- N R Narayana Murthy
CSR is a business issue and the license to operate in the 21st century. As a leading global brand,
of world face book integrated CSR strategy is based upon. Since 2006, face book has
comprehensively and thoroughly reviewed its actions for Sustainable development. By means of
integrating and embedding CSR into its business operation and participating proactively the
global CSR initiatives, face book has demonstrated its commitments and determination for CSR.
An attempt was also made to contribute continuously to the global sustainable development.
These all companies are following the CSR activity:

FACEBOOK
TWITTER
YOUTUBE
GOOGLE+

CSR ACTIVITY OF FACE BOOK

Mark Zuckerberg, the CEO of Face book, announced in March 2013 that he and Joe Green
would co-found a political advocacy group made up of the heads of major technology
companies. The group would register as a 501(c) (4) social welfare nonprofit a designation that
would allow the group to raise and spend an unlimited amount of money in political lobbying
and advertisements. Both strategic and ethical implications exist.
Strategically, the groups first issues were slated to include immigration and education, including
scientific research. Zuckerberg said he wanted comprehensive immigration reform making the
path to U.S. citizenship less complicated for all immigrants. It would not hurt Face book or its
competitors if the hurdles were eased for new computer programmers from India. It is less clear
that the Startup Act 2.0 bill, which proposes a new visa for foreign-born entrepreneurs who have
raised $100,000 and hired American workers, would be in the financial interest of the established
tech firms.
Ethically, should the private capital of giant corporations be spent to influence immigration?
Reform to be favorable to highly skilled employees but perhaps not so favorable to potential
competitors? What of the fate of the unskilled immigrants? What incentive would Zuckerberg
group have to insist that the problem of illegal immigration be solved? Behind such questions is
the larger issue of whether a powerful part of a system is apt to act in the interests of the whole.
Public policy should presumably be oriented to the common good, rather than that of a powerful
sector.
The unlimited spending for the social welfare nonprofits, made possible by the U.S. Supreme
Courts Citizen United case (2010), only highlights the significance of the basic question. To be
sure, a companys lobbying can be expected to be strategic. At the same time, entering into the
arena of public policy implies a broader concern, even though it makes no sense to label a
company as if it were a citizen. Corporate citizenship is merely a public relations bumper
sticker. The scholars who write on the faddish topic typically know virtually nothing about
political theory. The question is perhaps rather that of corporate social responsibility: should a
companys (or business advocacy groups) lobby and advertising concerning public policy
contain a broader, or enlightened, self-interest than merely the strategic element? In other words,
should a social welfare nonprofit funded by corporations be oriented to further not just the
sector, but also the larger social good?

It is indeed possible to satisfy both strategic and broader objectives; the problem exists when the
whole is compromised or even sacrificed for the good of the part. That is surely Not very
responsible. This does not necessarily mean that a responsibility exists for Companies (or their
advocacy groups) to lobby on behalf of the whole. Even though public policy implies at least
some attention to the whole (i.e., the public interest), it is not clear that corporations must or
should lobby beyond their own financial interests. Indeed, the fiduciary duty to stockholders may
mean that having a broader concern involves malfeasance of stockholder wealth. This does not
justify corporate advocacy groups using the expectation of a broader public concern as a
subterfuge, or cover, for what is actually base selfishness and greed operating at the expense of
the republic or the social good. Misleading the public is unethical.
So the question is perhaps how far, if at all, Mark Zuckerberg is willing to go beyond his sectors
strategic and financial interests. Even if a responsibility exists or is implied to go beyond in
adding on the interests of the whole society, corporate executives are free to disavow any such
alleged responsibility and seek to sway public policy to private advantage. The question for the
public would be whether such great private wealth is compatible with the viability of a republic,
or self-governance by citizens.

HAS FACEBOOK HEARD OF CORPORATE SOCIAL RESPONSIBILITY?

By Dr. Todd Bacile | September 30, 2013:- For such a young company, Face book already has
created numerous debates about its ethical / legaluse of consumers information and questionable
business decisions. Todays businesses are expected to maintain a certain level of corporate
social responsibility (CSR), defined as a company being responsible for its actions socially,
ethically, and environmentally. CSR often captures headlines in the environmental context. But,
it is the ethical context where Face book skates on the proverbial thin ice.
It seems there is a fine line between a firms being innovative versus unethical. On the one
hand, Face book has continued to push the envelope to develop technologies and a marketing
Platform never before possible. On the other hand, the push toward new and innovative
technologies at times borders on invasive or illegal behavior. The following is a brief list of some
of Face books marketing / managerial debacles and legal challenges.
Beacon :The first ad platform Face book created was called Beacon, which was quickly shut down
due To the illegal use of users private information. Beacon transmitted data from external
websites To face book in an effort to create targeted ads. Beacon also made updates in users
news feeds To announce certain purchase activities. The unethical angle was that Beacon
was publishing Users private information without explicit consent. Ultimately, the courts
forced the termination of Beacon and made Face book cough up a $9.5 million settlement.
The class action lawsuit (Lane v. Face book) was born from the following sympathetic tale:
Sean Lane purchased an engagement ring on Overstock.com. Unbeknownst to Lane,
Overstock was one of 44 firms participating in the Beacon system. As soon as Lane bought
the ring, Beacon sent purchase data to face book, where the social giant then posted a status
update of the purchase details in Lanes profile! Lane began receiving congratulatory wall
posts from friends. The only problem was that he had yet to pop the question. Awkward!
And illegal according to the courts.
Sponsored Stories:This is how Sponsored Stories worked: auser Liked a brand, which then enabled the
brand to create an ad-like proposition to that users Face book friends. The ad-like template
featured the users name and image; and looked as if the user was recommending the brand
to friends. This design was an attempt to feature an ad that appeared to be organic consumer

support (Because consumers hate, distrust, and ignore most ads). There was the problem:
users claimed Face book used their likeness to trick friends with an ad without explicitly
telling the user.
Taking this a step further, Face book allows minors to create a profile and use the social
network. Face books Sponsored Stories came under attack when some parents began seeing
their minor children Liking various companies or products, then seeing their childs name
and image used in the ads to target friends. Face book was forced to kill Sponsored Stories
due to consumer backlash and legal pressures: the courts ordered a $20 million settlement.
Postmortem Profiles :Question:- what happens to your Face book account, images, videos, and content when you
die?
A possible answer:- Face book maintains it status quo of using a persons information in
advertisements. People actually have seen Sponsored Stories featuring a deceased friend.
Really.
Then there is the story of Karen Williams and her deceased son. Williams fortunately had her
sons Face book user name and password. She wanted to review his photos and messages to
friends. However, when Williams contacted Face book to ask that the deceaseds profile be
left open, Facebook administrators immediately changed the password and locked her out
of the account. The reason: Face book was concerned about user privacy. Williams pursued
and received a court order to allow her access to her sons account.
These stories have amplified the debate of who owns a persons digital assets upon death.
Facebook has claimed that such instances were accidental; and has since created a
memorialized
State option. Accidental or not, new legislation is attempting to address postmortem profile
access and ownership.

 Face books IPO :Facebook has been under the microscope for allegedly misleading investors prior to its
initial public offering. A class action lawsuit claims Facebook execs purposely inflated
growth forecasts in an effort to manipulate the IPO stock price upward. More than 40
lawsuits have been
Filed by investors regarding the IPO.
Gee whiz whether it is marketing programs, privacy issues, or managerial decisions on
finance, Facebook appears to have a history of turning a blind-eye to anyone and everyone
in Pursuit of its own corporate goals. And that, my friends, is the antithesis of corporate
social responsibility.

Corporate governance
According to the Asian Development Banks A Primer on Corporate Governance, good
corporate governance helps an organization achieve its objectives; poor corporate governance
can speed its decline or demise.
This half-day learning session aims to help participants to:
Understand the ethical principles for good corporate governance in the Philippines and relate
these to the goals of national Development;
Be familiar with some key regulatory guidelines affecting corporate governance practice;
Appreciate important behavioral dynamics, which could affect governance performance and
some guidelines for board Effectiveness; and
Review and analyze common corporate governance practices using the principles above
The session was facilitated by Dr. Benito L. Teehankee, DBA, Associate Professor and Holder of
the Jose L. Cuisia Sr. Chair in

Business Ethics.
The Board of Directors of Facebook (the "company") sets high standards for the companys
employees, officers and directors. Implicit in this philosophy is the importance of sound
corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for
shareholders and to oversee the management of the companys business.

To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the
procedures and standards that are set forth in these guidelines. These guidelines are subject to
modification from time to time as the Board of Directors deems appropriate in the best interests
of the company or as required by applicable laws and regulations.

Corporate Governance Guidelines for face book

Effective as of May 17, 2012
Face books Board of Directors has adopted these Corporate Governance Guidelines to reflect
the Board's strong commitment to sound corporate governance practices and to encourage
effective policy and decision making at both the Board and management level, with a view to
enhancing long-term value for Facebook stockholders.
These guidelines are intended to assist the Board in the exercise of its governance responsibilities
and serve as a flexible framework within which the Board may conduct its business, not as a set
of binding legal obligations. These Corporate Governance Guidelines are not intended to change
or interpret any federal or state law or regulation, including the General Corporation Law of the
State of Delaware, or the Certificate of Incorporation or Bylaws of Facebook, Inc. These
Corporate Governance Guidelines are subject to modification from time to time by the Board.

Responsibilities of the Board of Directors :the Board acts as the management team's adviser and monitors management's
performance. The Board also reviews and, if appropriate, approves significant
transactions and develops standards to be utilized by management in determining the
types of transactions that should be submitted to the Board for review and approval or
notification. The Board is responsible for selecting and appointing the Chief Executive
Officer and Chairman of the Board, as well as the Lead Independent Director of the
Board, if any. The Chief Executive Officer shall select and appoint all other officers of
Facebook, subject to the Board's approval of such appointments if required under the
company's Bylaws.

Each member of the Board (each, a "directors" and collectively, the "directors") is
expected to spend the time and effort necessary to properly discharge such director's
responsibilities. Accordingly, a director is expected to regularly attend meetings of the
Board and Board committees on which such director sits, and review prior to each
meeting the material Distributed in advance for such meeting. A director who is unable to
attend a meeting (which it is understood will occur on occasion) is expected to notify the
Chairman or the chairperson of the appropriate committee in advance of such meeting.

Independence of the Board:Notwithstanding the company's status as a "controlled company," the Board shall be
comprised of a majority of directors who, in the business judgment of the Board, qualify
as independent directors under the applicable rules, regulations, and listing requirements
of the stock exchange upon which the Company's securities are listed for trading.

Size of the Board :Face books Certificate of Incorporation and Bylaws provide that the size of the Board
shall be fixed by resolution of the Board. The Board shall periodically review the size of
the Board, which may be increased or decreased if determined to be appropriate by the
Board.

Frequency of Meetings :There are at least four regularly scheduled meetings of the Board each year. Typically one
regularly scheduled meeting of the Board should be held each quarter, plus special
meetings as required by the needs of the company.

Selection of the chairman of the Board:The Board does not require the separation of the offices of the Chairman of the Board and
the Chief Executive Officer. When the positions of Chairman and Chief Executive
Officer are held by the same person, the independent directors shall designate a Lead
Independent Director. The Chairman shall schedule, set the agenda for, and chair the
meetings of the Board. If the Chairman is not present, the Lead Independent Director
shall chair such meetings. In addition, the Lead Independent Director shall preside over
executive sessions of independent directors, serve as a liaison between the Chairman and

the independent directors, and perform such other functions and responsibilities as
requested by the Board from time to time.

Selection of Directors:The Board shall be responsible for nominating members for election to the Board and for
filling vacancies on the Board that may occur between annual meetings of stockholders.
When formulating its Board membership recommendations, the Board shall consider
advice and recommendations from its stockholders, management and others as it deems
appropriate, including the company's founder and controlling stockholder, Mark
Zuckerberg.

Board Membership Criteria:The Board's policy is to encourage selection of directors who will contribute to Face
books success and its mission to make the world more open and connected. The Board
may from time to time review the appropriate skills and characteristics desired of Board
members, including the appropriate role of diversity. In evaluating potential candidates
for nomination, the Board considers these factors in the light of the specific needs of the
Board at that time and shall also consider advice and recommendations from Face books
founder and controlling stockholder, Mark Zuckerberg.

Directors Who C hange Their Present Job Responsibility:The Board does not believe that directors who retire or change the position they held
when they became a member of the Board should necessarily leave the Board. Promptly
following such an event, the director must notify the Board, which, along with the
chairman, shall review the continued appropriateness of the affected director remaining
on the Board. The affected director is expected to act in accordance with the Board's
recommendation following such review.

Retirement Age:It is the general policy of the company that no director having attained the age of 70 years
shall be nominated for reelection or re-appointment to the Board. However, the Board
may determine to waive this policy in individual cases.

 Director Tenure:So long as the outstanding shares of Class B common stock represent a majority of the
combined voting power of Facebook common stock, Facebook will not have a classified
board of directors, and all directors will be elected for annual terms. When the
outstanding shares of Class B common stock represent less than a majority of the
combined voting power of Face books common stock, Facebook will have a classified
board of directors consisting of three classes of approximately equal size, each serving
staggered three-year terms. There are no limits on the number of terms that may be
served by a director. However, in connection with evaluating recommendations for
nomination for re-election, the Board shall consider director tenure.

Number and Composition of Board committees:The Board currently has the following standing committees: Audit Committee,
compensation Committee, and Governance Committee. The purpose and responsibilities
for each of these committees shall be outlined in committee charters adopted by the
Board. After consultation with the Governance Committee, the Board may, from time to
time, form new committees, re-allocate responsibilities of one committee to another
committee or disband a current committee. In addition, the Board may form ad hoc
committees from time to time, and determine the composition and areas of competence of
such committees.
Each of the Audit, Compensation and Governance committees shall be composed of
independent directors to the extent required to satisfy applicable legal, regulatory, and
stock exchange requirements. All other standing committees formed by the Board shall
be chaired by independent directors, except where the Board, pursuant to the
recommendation of the Governance Committee, determines otherwise.

Executive Sessions:In general, the agenda for every regularly scheduled Board meeting shall include a
meeting of the "Independent Directors," as defined by listing requirements of the stock
exchange upon which the Company's securities are listed for trading, in executive
session. In any event, the non-management directors shall meet in executive session at
least semiannually to discuss, among other matters, the performance of the Chief

Executive Officer. The non-management directors will meet in executive session at other
times at the request of any non-management director. Absent unusual circumstances,
these sessions shall be held on the same date as regularly scheduled Board meetings.
The director who presides at these meetings shall be the Lead Independent Director or
such other non-management director as is selected by a majority of the non-management
directors. The same non-management director need not preside at all executive sessions
of the non-management directors. The identity of, or process of selecting, the presiding
director shall be disclosed in Face books annual proxy statement as required by the
listing requirements of the stock exchange upon which the Company's securities are listed
for trading.

Director Compensation:Non-employee directors receive compensation that consists of a combination of cash and
equity. Employee directors are not paid additional compensation for their services as
directors. The Compensation Committee recommends to the Board the form and amount
of cash based and equity based compensation to be paid or awarded to non-employee
Directors for service on the Board and its committees based on the compensations
Committee's consideration of the Responsibilities and time commitment of Company
directors and information regarding the compensation paid at peer companies. The
Compensation Committee will periodically review the level and form of, and, if it deems
appropriate, recommend to the Board changes in, director compensation.

Director Equity Ownership:The Company encourages directors to own equity in the company, whether in the form of
stock, options, restricted stock units or otherwise. However, the amount and nature of a
director's equity ownership is a personal decision, and the Board has not adopted a policy
requiring equity ownership by directors.

Board Access to Management:Directors are encouraged to speak directly to any member of management regarding any
questions or concerns the directors may have. In addition, the Board encourages members
of management to be invited to attend Board meetings where they may share relevant
information or insight related to business discussed at the meeting.

 Attendance at Annual Meeting of Stockholders:Directors are invited and encouraged to attend the Company's annual stockholder
meeting.

Board Communication Policy:Directors shall not speak with the media or consent to an interview regarding Facebook
without receiving prior approval from Face books communications team. All inquiries
should be referred to press@fb.com.

Stockholder Communication with the Board:Stockholders may contact the Board about bona fide issues or questions about Facebook
by sending a letter to:Facebook, Inc.
1601 Willow Road
Menlo Park, C alifornia 94025
Attn: Board of Directors
Each communication should specify the applicable addressee or addressees to be
contacted, the general topic of the communication and the class and number of shares of
Facebook stock that are owned of record (if a record holder) and/or beneficially. If a
stockholder wishes to contact the independent members of the Board, he or she should
address such communication to the attention of the Lead Independent Director at the
address above. Face books legal department will initially receive and process
communications before forwarding them to the addressee, and generally will not forward
a communication that it determines to be primarily commercial in nature, is related to an
improper or irrelevant topic, or is a request for general information about the company, its
products or services.

Director Orientation and Continuing Education:Facebook will provide new directors with access to information and meetings with
management in order to familiarize directors with the Company's business. The Board
believes that ongoing education is important for maintaining a current and effective
Board. Accordingly, the Board encourages directors to participate in ongoing education,

as well as participation in accredited director education programs. Facebook will

reimburse directors for expenses incurred in connection with these education programs.

Formal Evaluation of Officers:The formal evaluation of the performance of the Chief Executive Officer should be made
in the context of the Chief Executive Officer's annual compensation review by the
Compensation Committee, with appropriate input from other on-employee Board
members, and should be communicated to the chief Executive Officer by the chairperson
of the Compensation C committee. The Compensation Committee will provide a report to
the Board on the evaluation of the Chief Executive Officer's performance and
compensation. In consultation with the Chief Executive Officer, the Compensation
Committee will also review the performance of each other executive officer in connection
with the determination of the salary and bonus for those officers.

Succession Planning:The Board is responsible for succession plans for the Chief Executive Officer, and only
the Board may appoint a Chief Executive Officer. The Board shall also monitor
management's succession plans for other key executives.

Authority to Retain Advisers:The Board and each of its committees have the authority, at the Company's expense, to
retain and terminate independent advisers as the Board and any such committee deems
necessary.

Evaluation of Board Performance:The Board and each of its committees shall conduct and annual self-assessment of each
individual director's performance, the Board's performance, and the performance of each
committee of the Board. The Governance Committee will oversee the self-assessment
process and report evaluation results to the Board.

XXIV. Review, Amendment and Waiver of Guidelines:The Governance Committee will annually review these Corporate Governance
Guidelines and propose any changes it deems appropriate to the Board for consideration.
The Board may amend these Corporate Governance Guidelines, or grant waivers in
exceptional circumstances, provided that any such modification or waiver may not be a

violation of any applicable law, rule or regulation, and, provided further, that any such
modification or waiver is appropriately disclosed.

Zuckerberg A Dictator? ISS Blasts Face books 'Autocratic Governance:Is Mark Zuckerberg an autocrat? The folks at Institutional Shareholder Services (ISS) definitely
Think so. In a recently released research note, the corporate governance watchdog criticized
Facebook for adopting retrograde government practices, particularly by offering a dual class
share structure that gives Zuckerberg voting control that is wildly disproportionate to [his]
economic interest.
Facebook filed for what many have called the IPO of the century on February 1, giving no
Indication of how many shares it planned to float but making it clear that founder, chairman, and
CEO Mark Zuckerberg will retain the ability to control the outcome of matter significantly less
than a majority of the shares. Expectations are that it will be a relatively low float IPO, with
about 5% to 7% of shares outstanding, Felix Salmon reported. (Check out a slideshow of the
smallest low float-IPOs of the last decade, which include Google, Caesars, LinkedIn, AT&T
Wireless and others). ISS takes issue with what they call an autocratic model of governance.
They call it a governance profile with a defense against everything except hubris. From their
research note:
Facebook appears to have taken the same outdated dance lessons as many other recent tech
sector debutantes. Dual class common sharesin keeping with the recent trend in the IPOs of
LinkedIn, Groupon, Zynga, and others, and in striking contrast to the long-standing desires of the
Institutional shareholders whose cash Facebook hopes to takeare a cornerstone of the
corporate governance regime trumpeted in the companys S-1 filing The major problem is about
moral hazard, or incentives. By curtailing shareholder rights and board accountability, and
specifically by splitting share class with drastic differences in voting power, Facebook risks
creating two distinct shareholder bases with divergent interests. This, in turn, may and probably
will (according to ISS) fuel proxy contests and boardroom/family struggles that ultimately will
screw common shareholders.
Citing the cases of Benihana, Telephone & Data Systems, and Magna International, ISS research
note highlights the perils of giving founders voting control. In all those cases, dual class
structures were ultimately collapsed into a single, unique class structure with equal voting power.
That happened because at some point an autocratic model of governance makes it less viable

than a competitor whose governance gives owners a voice proportionate to the economics they
have at risk. And again, in all those cases, common shareholders faced a dilution of their
economic interest that was disproportionate to how much voting power they ended up getting.
ISS recognizes Zucks capacity to lead the company.
They write giving the founder of Facebook voting control may seem tactically wise at the
moment the firm goes public. His uncompromising vision for the company, after all, is largely
credited as the key driver of its success thus far.At the end, argue ISS researchers, dual class
structures divide ownership interests into potentially opposing groups whose early fractures
can widen into fault lines, eventually resulting in a costly, distracting, and potentially unpopular
restructuring. By creating two opposed shareholder bases, dual structures create conflict of
interest where individual actors acting to maximize their own self-interest collectively diminish
or destroy the resources they share. Click here to see a slideshow of the ten smallest low float
IPOs of the last decade.

CODE OF CONDUCT OF FACEBOOK COMPANY

(As amended April 11, 2013)

Facebook employees and others performing work for Facebook or on its behalf, collectively
referred to in this code as Facebook Personnel, are expected to act lawfully, honestly, ethically,
and in the best interests of the company. This code provides some guidelines for business
conduct required of Facebook Personnel. Persons who are unsure whether their conduct or the
conduct of other Facebook Personnel complies with this code should contact their manager,
another manager, Human Resources, or the Legal Department. This code applies to all
FacebookPersonnel, including members of the board of directors (in connection with their work
for Facebook), officers, and employees of Facebook, Inc. and its corporate affiliates, as well as
contractors, consultants, and others working on Face books behalf. This code is subject to
Change and may be amended, supplemented or superseded by one or more separate policies.
If any part of this code conflicts with local laws or regulations, only the sections of this code
permitted by applicable laws and regulations will apply. Any policies that are specifically
applicable to your jurisdiction will take precedence to the extent they conflict with this code.
Conflicts of Interest:Face book Personnel are expected to use their judgment to act, at all times and in all ways, in the
best interests of Face book. As such, Face book personnel should attempt to avoid actual or
apparent conflicts of interest. A conflict of interest exists when your personal interests interfere
with the best interests of Face book. For example, a conflict of interest may occur when you or a
family member receive a personal benefit as a result your position with Face book. A conflict of
interest may also arise from your personal relationship with a customer, supplier, competitor,
business partner, or other Face book Personnel, if that relationship impairs your objective
business judgment. Other specific areas of potential conflict of interest such as external business

relationships, serving on boards, personal investments, gifts, entertainment, corporate

opportunities, and certain personal relationships with other Face book Personnel are discussed
In more detail below.
The best rule for any situation that appears to present a conflict of interest is to "abstain and
disclose." If it is not possible to avoid participating in the event or activity creating the conflict,
be open and honest about the possibility of a conflict and avoid participating in decisions that
might raise the appearance of a conflict. If you believe a conflict of interest may exist, you
should promptly notify the Conflicts Committee by sending an email to conflicts@fb.com. The
Conflicts Committee will consider the facts and circumstances of the situation to decide whether
corrective or mitigating action is appropriate. When contacting the Conflicts Committee, please
complete and provide the form available on the wiki to assist the committee in its assessment of
your request. You can download the form at:

Some specific potential conflicts of interest to be mindful of are as follows:

Outside Business and Consulting Engagements

Face book Personnel must obtain approval from the Conflicts Committee (conflicts@fb.com)
prior to (1) beginning any employment, business, or consulting relationship with another
company that is a current or potential competitor of Face book or that otherwise has a business
relationship with Face book or (2) accepting any teaching engagements with an educational
institution, establishment, or other organization. In addition, you should avoid Conducting Face
book business with members of your family or others with whom you have a significant personal
relationship without the prior approval of the Conflicts Committee.

Serving on Boards and Investing in Other Companies

We encourage Facebook Personnel to be active in industry and civic associations. However, Face
book Personnel who serve on boards of directors or advisory boards of any entity or organization
are required, prior to acceptance, to obtain approval from the Conflicts Committee.
Any passive investment of not more than two percent (2%) of the total outstanding shares of a
publicly traded company is permitted without Face book approval, provided that the investment
is not so large financially (either in absolute dollars or percentage of you total investment
portfolio) that it creates the appearance of a conflict of interest. However, any investment in
more than two percent (2%) of a public company or any investment in a private company that is

a current or potential competitor of Face book or that has a business relationship with Face book
requires prior approval from the Conflicts Committee. Face book reserves the right to review and
revisit Any prior investment approvals in order to avoid an actual or apparent conflict of interest.
Face book may periodically conduct an inquiry of Face book Personnel in order to determine the
status and circumstances of Board memberships or investments, and Facebook Personnel are
responsible for continually monitoring and reporting any change in circumstances that might
give rise to an actual or apparent conflict of interest.

Gifts and Entertainment

Accepting gifts and entertainment from a current or future business partner can potentially create
a conflict of interest, especially if the value of the item is significant. Acceptance of gifts (such as
an item of clothing) is fine if the market value of the item is less than US$200. Additionally,
certain business entertainment (such as an invitation to attend a local cultural or sporting event,
or a celebratory meal with a business partner) can be appropriate, provided that the entertainment
is reasonable and customary and in the furtherance of a business relationship, the cost of the
entertainment is not excessive, and acceptance won't inappropriately bias future decision-making
about working with the partner or create an appearance of impropriety. You should not accept
cash if offered by a partner, and you should not actively solicit gifts or entertainment from a
current or potential business partner. Before accepting any gift or entertainment, please read the
Gifts & Entertainment Guidelines and be aware that you may need to obtain approval from your
manager.

Corporate Opportunities
Face book Personnel may not exploit or take advantage of business opportunities that are
discovered through the use of Face books property, information, or position for personal gain
unless the opportunity is disclosed fully in writing to the company and Face book declines to
pursue such opportunity.

Potentially Conflicting Personal Relationships

Face book does not prohibit dating among Face book personnel, nor does it prohibit relatives
from working together within, for or on behalf of the company. However, if a potentially
conflicting relationship, romantic or otherwise, involves two employees in a direct reporting
relationship, in the same chain of command, or otherwise creates an actual or apparent conflict of
interest, the employees must disclose the relationship to Human Resources. While both

employees have a responsibility to disclose any such potential conflict, if you are a manager,
your failure to properly disclose may result in more serious discipline. Upon learning of any
potential Conflict, Face book may reassign at least one (1) of the individuals to a different
position or role within the company. In any event, where your significant other, relative, or any
other potentially conflicted person is within your chain of command, you must recues yourself
from any decision-making concerning the person's compensation, promotion, discipline or
termination and must refrain from participating in his/her performance review.
In addition, Face books Board of Directors may from time to time adopt separate policies with
respect to directors' conflicts of interest in order to address the particular circumstances arising
from their role as members of the board. Any such policy will supersede the conflicts of interest
guidelines above to the extent applicable.
1. Communications:You should take care to ensure that all business records and communications (including email,
texts, Face book Messages, and instant messages) are clear and accurate. Please remember that
your business communications may be shared or become public through litigation, government
investigation, or publication in the media. Potential risks from inaccurate or misleading
statements include claims of false advertising, misrepresentation, breach of contract, securities
Fraud, unfair disclosure, and antitrust violations.
You must consult with the Communications Department and your department director before
making formal statements or providing information about Face book, our products, or our
business and fellow Face book Personnel to journalists, bloggers and industry analysts through
any public forum (such as a tradeshow or conference or your Face book profile).
You may not give an endorsement or other statement on behalf of Face book or personal
endorsement that identifies your affiliation with Face book, except when approved by the
Communications Department or Legal Department. In addition, you may not discuss Face books
business, including financial condition, business or financial performance, products, or business
prospects with financial analysts or actual or potential investors without the prior approval of the
Investor Relations Department. All requests for a representative of Face book to participate in a
financial conference (including speaking on a panel, or attending a dinner or any event that
targets the financial community) must be referred to Investor Relations for review and managing.

If any such analysts or investors contact you please refer such inquiries to investor@fb.com or
contact our Investor Relations team.
2. Public Disclosures:Face book is committed to the transparency and integrity of our publicly-filed financial reports
and other communications. Our principal executive officer, principal financial officer, principal
accounting officer and people who perform similar functions are deemed our "senior financial
officers" and are responsible for ensuring that the disclosure in Face books periodic reports is
full, fair, accurate, timely, and understandable. Financial Integrity and Responsibility Face book
Personnel are expected to act responsibly and exercise sound judgment with respect to matters
involving company finances. If, in the course of your duties, you spend money, enter into
contracts, or maintain financial records on behalf of Face book, with respect to such duties you
must keep accurate and complete records, submit accurate and complete reports as required, and
comply with Face books system of internal controls.
3. Confidential Information:Face books confidential business information is a valuable asset that everyone must protect.
Face book Personnel are required to use confidential information of Facebook for business
purposes only and must always keep such information in strict confidence. This responsibility
extends to confidential information of third parties that we have received under non-disclosure
agreements. Confidential information includes, without limitation, proprietary data, trade secrets
and know-how such as software and product designs, product plans, inventions, laboratory
notebooks, processes, designs drawings, engineering, customer lists, employee data (including
compensation), financial information, budgets, pricing, business plans, or other business
information.
Your obligations to maintain the confidentiality of this information means that you may not share
any such information outside of Face book unless Face book has appropriate non-disclosure
agreements in place. For help in establishing such an agreement, if you have questions about
provisions of a non-disclosure agreement already in place, or if you have questions about
whether certain information can be disclosed. Please contact the Legal Department. Face book
Personnel should also refrain from sharing confidential information internally beyond those
persons who legitimately need to know it for purposes of their job. We have an open and
transparent culture, and this is not intended to stifle the ongoing conversation and sharing that

has facilitated so much of our success. Rather, you should use your judgment to share what is
appropriate inside the company in furtherance of your and their jobs. Please always keep in mind
that improper use or disclosure of confidential business information could seriously damage Face
books reputation with users, business partners and the community, expose us to liability, and
cause harm to our business. Note that this code is not intended to restrict an employees legal
right to discuss the terms and conditions of his/her employment.
4. Protection of User Data:Face book Personnel may be provided access to certain user data as necessary to perform their
work for or on behalf of Face book. It is of the utmost importance that all Face book Personnel
treat user data with extreme sensitivity and caution. Face books brand, the trust users put in us,
and, quite bluntly, your employment or other relationship with Face book, all depend on your
exercise of good judgment and discretion when using tools that allow you to see user information
that would otherwise not be visible to you on the site.
5. Protection and Use of Face book Asset:Face book provides its personnel with a wide range of valuable assets to help you perform your
work on behalf of Face book at the highest level. These assets include computer equipment,
mobile devices, communications platforms and equipment, software, office equipment, and
facilities. Face book Personnel are expected to treat these assets with care and use them and with
the interests of the business in mind. This means that assets should be well maintained and not
subject to unreasonable use. If something you are using is damaged, please see that it gets fixed.
In addition, you should use your judgment in using company assets for personal matters. Face
books assets are property of the company and provided for business use. While we recognize
that personal use occurs, it should not be excessive and should not interfere with performance of
your business duties. In addition, Face book Personnel should not have an expectation that
information and messages transmitted using Face book-provided assets will remain private.
6. Compliance with Laws:Face book Personnel must follow applicable laws, rules and regulations at all times. Without
limitation, you must fully comply with all anti-corruption laws of the countries in which we do
business, including the U.S. Foreign Corrupt Practices Act (FCPA), which applies globally. For
more

information

please

reference

our

Anti-Corruption

Policy

on

the

wiki

http://our.intern.facebook.com/intern/wiki/index.php/Business_and_Ethics_Policy/FCPA

at:

In addition, Face book Personnel must always abide by laws related to competition (often
referred to as "antitrust" laws).
These types of laws apply in jurisdictions throughout the world and generally prohibit the abuse
of market power, including predatory conduct intended to exclude a competitor from a market, as
well as arrangements with third parties that inhibit competition between rivals or unreasonably
restrain trade. The application of these and other laws can be very complex. If you have any
questions about the applicability interpretation of any law, rule, or regulation, you should contact
the Legal Departments Reporting Violations If you learn about or suspect a violation of this
code, another Face book policy, or any law, you should promptly report it to your manager,
another manager, Human Resources, Internal Audit, or the Legal Department. If you are
uncomfortable making such a report, you may do so anonymously. For more information on such
anonymous submissions, please see Face books Whistleblower and Complaint Policy on the
Wikipedia.
EXECUTIVE OFFICERS, DIRECTORS AND CORPORATE GOVERNANCE
Following table provides information regarding our executive officers and directors as of March
31, 2013:Name

Age

Position(s)

Mark Zuckerberg . . . . . . . . . . . . . . . . . . . . . 28 Chairman and Chief Executive Officer

Sheryl K. Sandberg . . . . . . . . . . . . . . . . . . . 43 Chief Operating Officer and Director
David A. Ebersman . . . . . . . . . . . . . . . . . . . 43 Chief Financial Officer
David B. Fischer . . . . . . . . . . . . . . . . 40 Vice President, Business and Marketing Partnerships
Mike Schroepfer . . . . . . . . . . . . . . . . . . . . . . 38 Chief Technology Officer and Vice President of
Engineering
Theodore W. Ullyot . . . . . . . . . . . . . . . . . . . 45 Vice President, General Counsel, and Secretary
Marc L. Andreessen(1)(3) . . . . . . . . . . . . . . . . 41 Director
Erskine B. Bowles(1) . . . . . . . . . . . . . . . . . . . 67 Director
James W. Breyer(2) . . . . . . . . . . . . . . . . . . . . 51 Director
Susan D. Desmond-Hellmann . . . . . . . . . . . 55 Director
Donald E. Graham*(2)(3) . . . . . . . . . . . . . . . . 67 Director
Reed Hastings(3) . . . . . . . . . . . . . . . . . . . . . . 52 Director

Peter A. Thiel(1) . . . . . . . . . . . . . . . . . . . . . . 45 Director

* Lead Independent Director.

(1) Member of the audit committee.
(2) Member of the compensation committee.
(3) Member of the governance committee.
Mark Zuckerberg is our founder and has served as our Chief Executive Officer (CEO) and as a
member of our board of directors since July 2004. Mr. Zuckerberg has served as Chairman of our
board of directors since January 2012. Mr. Zuckerberg attended Harvard University where he
studied computer science. We believe that Mr. Zuckerberg should serve as a member of our
board of directors due to the perspective and experience he brings as our founder, Chairman, and
CEO, and as our largest and controlling stockholder. Sheryl K. Sandberg has served as our Chief
Operating Officer (COO) since March 2008 and as a member of our board of directors since June
2012. From November 2001 to March 2008, Ms. Sandberg served in various positions at Google,
Inc., most recently as Vice President, Global Online Sales & Operations. Ms. Sandberg also
is a former Chief of Staff of the U.S. Treasury Department and previously served as a consultant
with McKinsey & Company, a management consulting company, and as an economist with The
World Bank. In addition to serving as our COO, Ms. Sandberg has been a member of the board
of directors of the Walt Disney Company since December 2009. Ms. Sandberg previously served
as a member of the board of directors of Starbucks Corporation from March 2009 to March
2012. Ms. Sandberg holds an A.B. in economics from Harvard University and an M.B.A. from
Harvard Business School. We believe that Ms. Sandberg should serve as a member of our board
of directors due to the perspective and experience she brings as our COO.
David A. Ebersman has served as our Chief Financial Officer (CFO) since September 2009. Prior
to joining us, Mr. Ebersman served in various positions at Genentech, Inc., a biotechnology
company, including as its Chief Financial Officer from March 2005 and as an Executive Vice
President from January 2006 until April 2009, following Genentechs acquisition by F.

Hoffmann-La Roche Ltd. in March 2009. Prior to joining Genentech, Mr. Ebersman was a
research analyst at Oppenheimer & Company, Inc., an investment company. In addition to
serving as our CFO, Mr. Ebersman has been a member of the board of directors of Ironwood
Pharmaceuticals, Inc. since July 2009. Mr. Ebersman holds an A.B. in economics and
international relations from Brown University.
David B. Fischer has served in various positions with us since April 2010, most recently as our
Vice President, Business and Marketing Partnerships. From July 2002 to March 2010, Mr.
Fischer served in various positions at Google, including most recently as its Vice President,
Global Online Sales & Operations. Prior to joining Google, Mr. Fischer served as Deputy Chief
of Staff of the U.S. Treasury Department and was an associate editor at the U.S. News World
Report, L.P., a news magazine company. Mr. Fischer holds a B.A. in government from Cornell
University and an M.B.A. from the Stanford University Graduate School of Business. Mike
Schroepfer has served as our Chief Technology Officer (CTO) since March 2013 and as our Vice
President of Engineering since September 2008. From December 2005 to August 2008, Mr.
Schroepfer served as Vice President of Engineering at Mozilla Corporation, an Internet company.
Prior to Mozilla, Mr. Schroepfer served in various positions at Sun Microsystems, Inc., an
information technology company, including as Chief Technology Officer of its data center
automation division. He also co-founded CenterRun, Inc., a developer of application
provisioning software, which was acquired by Sun Microsystems. In addition to serving as our
CTO and Vice President of Engineering, Mr. Schroepfer previously served as a member of the
board of directors of Ancestry.com Inc. from January 2011 to December 2012.
Mr. Schroepfer holds a B.S. and an M.S. in computer science from Stanford University.
Theodore W. Ullyot has served as our Vice President, General Counsel, and Secretary since
October 2008. From May 2008 to October 2008, Mr. Ullyot was a partner at Kirkland & Ellis
LLP, a law firm. From October 2005 to April 2008, Mr. Ullyot served as Executive Vice
President and General Counsel of ESL Investments, Inc., a private investment firm. Prior to
joining ESL Investments, Mr. Ullyot served in the federal executive branch under President
George W. Bush, including as Chief of Staff at the U.S. Justice Department and as a Deputy
Assistant to the President. Earlier in his career, Mr. Ullyot was an associate general counsel at
AOL Time Warner, Inc. and served as a law clerk for U.S. Supreme Court Justice Antonin Scalia

and for Judge Michael Luttig of the U.S. Court of Appeals for the Fourth Circuit. Mr. Ullyot
holds an A.B. in History from Harvard University and a J.D. from the University of Chicago.
Marc L. Andreessen has served as a member of our board of directors since June 2008. Mr.
Andreessen is a co-founder and has been a General Partner of Andreessen Horowitz, a venture
capital firm, since July 2009. Previously, Mr. Andreessen co-founded and served as the Chairman
of the board of directors of Opsware, Inc. (formerly known as Loud cloud Inc.), a software
company. He also served as Chief Technology Officer of America Online, Inc., an Internet
services company.
Mr. Zuckerberg the board of directors does not distinguish between nominees recommended by
stockholders and other nominees. However, stockholders desiring to nominate a director
candidate at the annual meeting must comply with certain procedures. We explain the procedures
for nominating a director candidate at next years annual meeting in Questions and Answers
about the Proxy Materials and the Annual MeetingHow can I make proposals or make a
nomination for director for next years annual meeting?
Board Role in Risk Oversight
Our board of directors as a whole has responsibility for overseeing our risk management. The
board of directors exercises this oversight responsibility directly and through its committees. The
oversight responsibility of the board of directors and its committees is informed by reports from
our management team and from our internal audit department that are designed to provide
visibility to the board of directors about the identification and assessment of key risks and our
risk mitigation strategies. The full board of directors has primary responsibility for evaluating
strategic and operational risk management, and succession planning. Our audit committee has the
responsibility for overseeing our major financial and accounting risk exposures and the steps
Our management has taken to monitor and control these exposures, including policies and
procedures for assessing and managing risk. Our audit committee also reviews programs for
promoting and monitoring compliance with legal and regulatory requirements and oversees our
internal audit function. Our compensation committee evaluates risks arising from our
compensation policies and practices, as more fully described in Executive Compensation
Compensation Discussion and AnalysisCompensation Risk Assessment. The audit committee
and the compensation committee provide reports to the full board of directors regarding these
And other matters.

Conclusion
I originally got a Face book account just to annoy my children. Now Face book and Twitter are
essential communications tools for any serious CSR program. Social media is not a replacement
for hefty annual CSR reports, but those reports are increasingly static reference documents, used
mainly for looking up facts and grading performance. Social media opens a way for stakeholders
to interact directly with a companys CSR program.