Facebook Inc., the social-networking company planning an initialpublic offering, faces corporate-governance scrutiny from one ofits investors, the California State Teachers' RetirementSystem.

“We are in fact in the beginning stages of engagement withFacebook” over governance issues, Ricardo Duran, a spokesman forthe pension fund, said in an interview. “We are planning to sendthem a letter.”

Facebook Chief Executive Officer Mark Zuckerberg controls 56.9percent of voting power at the social network, which filed lastweek to raise $5 billion in an IPO. Corporate-governance expertshave said that the CEO's majority control puts too much power inthe hands of one person.

Calstrs, the second-largest U.S. pension, has a history ofpushing for changes at companies. It lobbied last year to getcorporations to disclose their political donations. In 2009, thepension sent a letter to 300 of its largest portfolio companiesasking them to let shareholders have an advisory vote on executivecompensation.

Calstrs is an investor in Facebook through two of itsprivate-equity managers, Duran said.

Zuckerberg owns 28.4 percent of Facebook, the largest singlestake in the company, and he extended his voting power byimplementing a dual-class stock structure in 2009. Some of hisshares have 10 times more voting power than common stock, accordingto Facebook's IPO filing. The CEO also gained voting power throughagreements with individual stockholders. He owns an “irrevocableproxy” over those shares, Facebook said.

Jonathan Thaw, a spokesman for Menlo Park, California-basedFacebook, declined to comment.

Reuters reported earlier that Calstrs has approached Facebookabout governance.

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