Risk and Compliance Committee

Roger W. Ferguson Jr., Chair
R. Martin “Marty” Chávez
Robin L. Washington

Risk and Compliance Committee

Purpose

The purpose of the Risk and Compliance Committee (the “Committee”) of the Board of Directors (the “Board”) of Alphabet Inc. (“Alphabet” or the “Company”) is to assist the Board in its oversight of many of the risks facing Alphabet and its businesses, including  its principal legal, policy, reputational and operational risks (“Risks”) and Alphabet’s compliance with applicable laws and regulations. The Committee will coordinate its work with that of the Board and other Board committees. Nothing in this Charter shall relieve any of the Company's other Board committees of their respective obligations under applicable law or the Rules of the NASDAQ Stock Market (“NASDAQ”).

Appointment, Membership and Organization

Committee members are appointed by the Board from among Board members. The Board decides the Committee’s exact number of members and can at any time remove or replace a Committee member. All members of the Committee must meet the independence requirements under the rules and regulations of NASDAQ. The Board shall make all determinations regarding satisfaction of qualifications of the Committee’s members.

Unless the chair of the Committee is elected by the Board, the members of the Committee shall, upon consultation with the chair of the Nominating and Corporate Governance Committee, designate a chair by the majority vote of the full Committee membership.

The Committee may request that any directors, officers, or employees of the Company, or other persons whose advice or attendance are sought by the Committee, attend any meeting of the Committee to provide such information as the Committee requests. 

Members of management with authority over Risks and compliance oversight may communicate personally at any time with the Committee about Risks and compliance matters.

Responsibility and Authority

The Committee’s main responsibility is to assist the Board in its oversight of Alphabet’s Risks, and Alphabet’s compliance with applicable laws and regulations.  In carrying out its responsibilities, the Committee is not providing any expert or special assurance as to Alphabet’s regulatory or legal compliance. 

The Committee will share information and liaise with the other Board committees and the Board as necessary or appropriate to permit those Board committees, the Board and the Committee to carry out their responsibilities.  However, the Committee shall not be responsible for oversight of any risks and compliance matters for which other Board committees or the Board provide direct oversight.

Key Responsibilities

The Committee’s responsibilities should remain flexible in order to best respond to changing circumstances. The Committee will be responsible for the following topics, as well as any others the Board or the Committee determine it should address, consistent with applicable requirements, including those of the SEC and NASDAQ. The Committee shall:

1. Risk Monitoring. Periodically review and discuss the Risks facing the Company and the steps management has taken or plans to take to address such Risks. Also periodically review the Company’s policies, procedures and activities relating to such Risks.
2. Compliance Programs and Monitoring. As necessary or appropriate, monitor the Company’s efforts to implement compliance programs, policies and procedures to comply with domestic, foreign, and international laws, regulations, and guidelines, oversee the steps the Company takes to prevent, detect, monitor, and respond to principal compliance and regulatory risks applicable to the Company. Also periodically review and discuss with management the principal risks relating to the Company’s positions in connection with legislation, regulation, enforcement, litigation, and social or political issues significant to the Company's operations, both within the United States and internationally.
3. Management Reports. As necessary or appropriate, receive reports from management regarding matters within the purview of the Committee, including review of the Company’s Risks and of the laws and regulations applicable to the Company and its business. Members of management will provide the Committee with any information it reasonably requests relating to its responsibilities. 
4. Review of Code of Conduct. As needed, review and approve all changes to Alphabet’s Code of Conduct. The Committee shall review the implementation and effectiveness of the Code of Conduct at least annually. 
5. Disclosure. In addition to the review by any other relevant Board committees, review disclosures regarding Risks, including for the Company’s Annual Report on Form 10-K and Proxy Statement on Schedule 14A, as well as any significant updates to such disclosures.
6. Executive Sessions. In order to facilitate its responsibilities, as necessary, meet in executive session with key management personnel and representatives of outside advisors as desirable.  Periodically review with management the suitability of Alphabet’s staffing and resources in the area of Risks and principal compliance. When necessary or appropriate, the Committee will recommend to the Board that it approve the appointment of any executives focused on risk oversight or compliance.
7. Reports to the Board. As necessary or appropriate, or upon the request of the Board, make reports to the Board with respect to its activities, conclusions, and recommendations.
8. Ability to Investigate; Retention of Advisors. Investigate such matters brought to its attention that the Committee in its judgment deems necessary or appropriate, with full access to all Alphabet books, records, facilities, and employees. The Committee has the sole authority to select, retain, and terminate consultants, legal counsel, or other advisors to advise the Committee, at the expense of Alphabet, and to approve the terms of any such engagement and the fees of any such consultants, legal counsel, or advisors. In selecting a consultant or other advisor, the Committee will take into account factors it considers appropriate or as may be required by applicable law or listing standards.
9. Review of Charter. Review and reassess the adequacy of this Charter at least once a year and make recommendations to the Board regarding any proposed changes.
10. Other Matters. Consider such other matters or take such other actions as it or the Board deems necessary or desirable in relation to its oversight responsibilities as described under “Purpose” above.

Meetings and Minutes

The Committee will meet at least four times each year and will keep minutes of each meeting. The Committee shall decide when and where it will meet, and make this available in advance to the Board. 

Unless the Board or this Charter provides otherwise, the Committee can make, alter or repeal rules for the conduct of its business. In the absence of these rules, the Committee will conduct its business in the same way the Board conducts its business.

Delegation of Authority 

The Committee may delegate any of its responsibilities, including to subcommittees if desired, to the extent allowed under applicable law. 

Adopted October 22, 2025