Digital rights activists, human rights organisations and investors continue to push for big tech companies to improve their human rights policies, processes and meaningful disclosures, yet corporate voting structure constraints continue to inhibit positive change and corporate accountability. Shareholders are becoming more actively engaged in human rights-related requests, as evidenced by an increase in the number of proposals calling for action on issues such as know your customer due diligence surrounding the end-use of certain technologies, reporting on freedom of association, lobbying disclosures, addressing any gender/racial pay gaps, amongst others.

Both Meta and Amazon are governed via “dual-class” share models. This refers to a share structure in which founders, along with other members of senior management, own a majority of voting shares, making it impossible for shareholder proposals to be approved without the approval of a select few. For example, Mark Zuckerberg owns just 13 percent of Meta’s stock, yet he controls 61.1 percent of the vote due to his Class B stock ownership. Class B stock get 10 votes per share, while Class A stock get one vote per share. If Mark Zuckerberg rejects a shareholder proposal, it is automatically rejected because he owns 99.8 percent of the Class B stock available. Similarly, Alphabet founders Larry Page and Sergey Brin control 51.3 percent of the vote, making it impossible for shareholders to implement change without their buy-in. Modifying this imbalance of power continues to be raised in shareholder meetings, and amendments are continually rejected.

The 13 proposals filed by Meta shareholders, most of which requested additional human rights-related reports and transparency around high risk contexts (including the upcoming elections in India), all failed to pass.

The 18 proposals filed by Amazon shareholders, including requests to increase transparency about content removal and require that the company get an external assessment of its customer due diligence, all failed to pass.

The 13 proposals filed by Alphabet shareholders—including information requests pertaining to lobbying, climate action, reproductive rights and data privacy, human rights impact assessments, algorithm disclosures, and content governance—all failed to pass.

These governance issues continue to affect big tech’s ability to mitigate and remediate human rights harms, yet many of the Boards’ proxy statement guidance documents make claims such as “[Alphabet’s] strong governance practices and current capital structure have provided significant long-term stability to the company and have proven beneficial to stockholders through the delivery of exceptional returns” and "change to our capital structure is unnecessary and is not in the best interest of Meta and its shareholders at this time”.

The Business & Human Rights Resource Centre reached out to Meta, Amazon and Alphabet for comments about the human rights issues raised in the latest shareholder proposals for the 2023 voting season, and two companies replied.

Meta broadly noted that "You can find detailed information on shareholder proposals and company responses on pages 69-93 of Meta’s 2023 proxy statement, which is publicly available online," which contains broad statements such as "Given our ongoing efforts to address this topic, the board of directors does not believe that the requested report would provide additional benefit to our shareholders."

Amazon stated that it is "committed to the responsible use of our artificial intelligence and machine learning (AI/ML) products and services and other AWS services. We have been consistent and proactive in our efforts to address concerns and mitigate the risk of misuse through policy and advocacy efforts, customer contractual requirements and training, consultation with third party experts, and other policies and practices..." and it "...respect[s] and support[s] the rights to freedom of association and collective bargaining recognized by the United Nations and International Labor Organization..." and provided a few examples of where it is taking action.

Alphabet did not reply to our request for more information.