Hmmm: Twitter Says Board and Shareholders Don’t Determine Policy

Social media has been abuzz about Elon Musk’s recent purchase of a 9.2% stake in Twitter and his taking a seat on the board of directors. A Twitter spokesman today released a statement that says the board will not affect any change in policy at the company – and he’s right, kinda’.

Twitter Management Tells Board and Shareholders Their Place

“Our policy decisions are not determined by the Board or shareholders,” Twitter Spokesman Adrian Zamora explained. “As always our Board plays an important advisory and feedback role across the entirety of our service.”

“Our day to day [sic] operations and decisions are made by Twitter management and employees,” Zamora added. (Full Text of the Statement at the bottom of the article)

What Can Twitter’s Board of Directors Do?

Where Zamora has this right is that the board does not delve into the day-to-day operations. It meets regularly, but not every day – sometimes as few as 3-4 times per year. The board tends to consider strategic direction, mergers/acquisitions, and the selection of corporate officers. So the board, including Musk, can suggest an edit button, a return to free speech, or less draconian content filters, but the CEO, VPs, directors, and managers can do whatever the hell they damn well please – just as Zamora says. But, there’s a catch.

Officers are elected and serve at the pleasure of the board. If any officer fails to affect the strategy as laid out by the board of directors, they can vote to replace that person. This is why major cultural change at Twitter will be slow, or perhaps, never happen (RELATED: Here’s What Musk’s Stock Position at Twitter Means).

Rooting out the dug-in speech-nazis at Twitter won’t be easy and Musk cannot do it alone. Boards operate as a democracy and he has only one vote. Musk could make some recommendations, say.. an end to suspension for alternative COVID views. The board would have to vote, and today, that vote would fail.

If other large investors (Vanguard, Blackrock, etc) start filling the board, perhaps the new blood could do new things, but here’s who is making those decisions today:

Twitter’s Board of Directors

• Parag Agrawal – CEO, Twitter
• Mimi Alemayehou – Senior Vice President for Public-Private Partnership at Mastercard
• Jack Dorsey – Co-Founder, Twitter; CEO and Co-Founder, Square
• Egon Durban – Co-CEO, Silver Lake
• Martha Lane Fox – Founder and Chairperson, Lucky Voice Group
• Omid Kordestani – Former Executive Chairman, Twitter
• Dr. Fei-Fei Li – Professor at Stanford
• Patrick Pichette – General Partner, Inovia Capital
• David Rosenblatt – CEO, 1stdibs.com
• Robert Zoellick – Former Chairman of the Board of Directors of AllianceBernstein Holding L.P.
• Elon Musk – CEO of Telsa and SpaceX

Three current or former Twitter executives, a Stanford professor, someone from Mastercard, and an assortment of former or current executives from investment firms (with no major stake), startups and tech plays – and yes, Musk. Yeah, a revolution isn’t going to happen any time soon.

Full Text of Twitter Statement on Board and Shareholders

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