Board of Directors

  1. Larry Page
  2. Sergey Brin
  3. Eric E. Schmidt
  4. L. John Doerr
  5. Roger W. Ferguson, Jr.
  6. Diane B. Greene
  7. John L. Hennessy
  8. Ann Mather
  9. Alan R. Mulally
  10. Paul S. Otellini
  11. K. Ram Shriram
  12. Shirley M. Tilghman

Board Committees

Audit Committee

Ann Mather, Chair
Roger W. Ferguson, Jr.
Alan R. Mulally

Audit Committee Charter

Purpose

The purpose of the Audit Committee of Alphabet is to:

  • Oversee Alphabet’s accounting and financial reporting processes, including Alphabet’s disclosure controls and procedures and system of internal controls and audits of Alphabet’s consolidated financial statements.
  • Oversee Alphabet’s relationship with its independent auditors, including appointing or changing Alphabet’s auditors and ensuring their independence.
  • Provide oversight regarding significant financial matters, including Alphabet’s tax planning, treasury policies, currency exposures, dividends and share issuance and repurchases.

In carrying out Audit Committee functions, the Audit Committee must maintain free and open communication with Alphabet’s independent auditors and Alphabet’s management.

Appointment and Membership Requirements

The Audit Committee shall be made up of at least three (3) independent members of the Board of Directors. Audit Committee members are appointed by the Board of Directors. The Board of Directors decides the Audit Committee’s exact number and can at any time remove or replace a Committee member. The Board of Directors will also make all determinations regarding satisfaction of the membership requirements described below.

The Audit Committee will comply with all applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission (SEC) and the NASDAQ Stock Market (NASDAQ), including those related to independence.

At least one member of the Audit Committee must have past employment experience in finance or accounting, or comparable experience or background, which results in an understanding of GAAP, an ability to apply GAAP principles in assessing accounting policies, and experience in preparing and evaluating financial statements with a level of complexity comparable to Alphabet’s financial statements. Having been a CEO, CFO or other senior officer with financial oversight responsibilities for a public company, for instance, would qualify.

Each member of the Audit Committee must be able to read and understand fundamental financial statements, including Alphabet’s balance sheet, income statement and cash flow statement.

Responsibilities

The Audit Committee’s main responsibility is to oversee Alphabet’s financial reporting process (including Alphabet’s disclosure controls and procedures and system of internal controls). The Audit Committee believes that Alphabet’s policies and procedures should remain flexible in order to best react to changing conditions and circumstances. The following list includes the Audit Committee’s main recurring processes in carrying out its responsibilities. This list is intended as a guide, with the understanding that the Audit Committee can supplement it as appropriate, consistent with the requirements of the SEC and the NASDAQ.

  1. Hiring and Selection of Auditors. The Audit Committee will directly appoint, retain and compensate Alphabet’s independent auditors. These independent auditors will report directly to, and be responsible to, the Audit Committee.
  2. Approval of Audit and Non-Audit Services. The Audit Committee is responsible for overseeing services provided by the independent auditors, including establishing a policy to decide what services will be performed and the approval requirements for these services.
  3. Auditor Independence. The Audit Committee is responsible for making sure it reviews at least annually the qualifications, performance and independence of the auditors. In addition, the Audit Committee shall review a formal written statement explaining all relationships between the outside auditors and Alphabet  consistent with the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence. The Audit Committee will maintain an active dialogue with the independent auditors, covering any disclosed relationships or services that may impact their objectivity and independence. The Audit Committee will review all proposed hires by Alphabet or any of its subsidiaries or controlled affiliates of management level or higher individuals formerly employed by the independent auditors who provided services to Alphabet or any of its subsidiaries or controlled affiliates. The Audit Committee will take, or recommend to the Board of Directors that it take, appropriate actions to oversee the independence of Alphabet’s outside auditors.
  4. Oversight of Auditors; Audit Plan. The Audit Committee will be responsible for Alphabet’s relationship with its independent auditors. The Audit Committee will discuss with the independent auditors the overall scope and plans for their audits and other financial reviews. The Audit Committee will oversee the rotation of the audit partners of Alphabet’s  independent auditors as required by the Sarbanes-Oxley Act and the rules of the SEC. The Audit Committee will be responsible for reviewing and resolving any disagreements between Alphabet’s  management and the independent auditors regarding financial controls or financial reporting.
  5. Internal Controls; Risk Assessment. The Audit Committee will discuss with management and the independent auditors the design, implementation, adequacy and effectiveness of Alphabet’s internal controls. The Audit Committee will also meet separately with the independent auditors, with and without management present, to discuss the results of their examinations. The Audit Committee will provide oversight over the system of internal controls, relying upon management’s and the independent auditors’ representations and assessments of, and recommendations regarding, these controls. The Audit Committee will review any required disclosures regarding Alphabet’s internal controls.

    The Audit Committee has responsibility for oversight of risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, investment guidelines and credit and liquidity matters, our programs and policies relating to legal compliance and strategy, and our operational infrastructure, particularly reliability, business continuity, capacity, security, and data privacy. The Audit Committee shall provide regular reports to the full Board of Directors. In order to facilitate this review, the Audit Committee shall meet in executive session with key management personnel and representatives of outside advisors as required.

  6. Internal Audit Processes. The Audit Committee will review the appointment of an internal auditing executive and the Chair of the Audit Committee will meet separately with such executive at least once every quarter. The Audit Committee will review any significant issues raised in reports to management by the internal audit team. The Audit Committee will also provide oversight of the internal audit department objectives, its mission, responsibilities, independence, performance and annual plan.
  7. Quarterly and Annual Financial Statements. The Audit Committee will review and discuss the annual audited financial statements and quarterly financial statements with management. The Audit Committee will be responsible for making a recommendation to the Board of Directors as to whether Alphabet’s annual audited financial statements should be included in Alphabet’s Annual Report on Form 10-K.
  8. Proxy Report. The Audit Committee will prepare any report required to be prepared by it for inclusion in any proxy statement of Alphabet under SEC rules and regulations.
  9. Earnings Announcements. The Audit Committee will review and discuss with management Alphabet’s  quarterly earnings announcements and other public announcements regarding Alphabet’s results of operations.
  10. Critical Accounting Policies. The Audit Committee will obtain, review and discuss reports from the independent auditors about:

    • all critical accounting policies and practices which Alphabet will use, and the qualities of those policies and practices;
    • all alternative treatments of financial information within generally accepted accounting principles that the auditors have discussed with management officials of Alphabet, ramifications of the use of these alternative disclosures and treatments, the treatment preferred by the independent auditors and the reasons for favoring that treatment; and
    • other material written communications between the independent auditors and Alphabet management, such as any management letter or schedule of unadjusted differences.

    The Audit Committee will also discuss with the independent auditors and then disclose those matters whose disclosure is required by applicable auditing standards, including any difficulties the independent auditors encountered in the course of the audit work, any restrictions on the scope of the independent auditors’ activities or on their access to requested information, and any significant disagreements with management.

  11. CEO and CFO Certifications. The Audit Committee will review the CEO and CFO disclosure and certifications under Sections 302 and 906 of the Sarbanes-Oxley Act.
  12. Related Party Transactions. The Audit Committee will review and approve all related party transactions.
  13. Anonymous Complaint Handling Process. The Audit Committee will have responsibility for establishment and oversight of processes and procedures for (a) the receipt, retention and treatment of complaints about accounting, internal accounting controls or audit matters, and (b) confidential and anonymous submissions by employees concerning questionable accounting, auditing and internal control matters. All such relevant complaints and submissions must be reported to the Audit Committee.
  14. Ability to Investigate; Retention of Advisors. The Audit Committee has the power to investigate any matter brought to its attention, with full access to all Alphabet books, records, facilities and employees. The Audit Committee has the sole authority to select, retain and terminate consultants, legal counsel or other advisors to advise the Audit 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 Audit Committee will take into account factors it considers appropriate or as may be required by applicable law or listing standards.
  15. Review of Alphabet Policies. The Audit Committee will be responsible for reviewing and approving all changes to Alphabet’s Policy Against Insider Trading, Related Party Transaction Policy, Investment in Marketable Securities and Accounting for Marketable Securities Policy, Foreign Exchange and Accounting for Foreign Currency Hedges Policy, Code of Conduct and Global Signature and Spending Authority Policy. The Audit Committee will review the implementation and effectiveness of these policies and Alphabet’s overall compliance program at least annually with management and Alphabet’s compliance and securities counsel. The Chief Legal Officer has express authority to communicate personally at any time with the Chair of the Audit Committee about compliance matters.

    The Audit Committee will also periodically review and discuss with management, Alphabet’s overall hedging strategy and the use of swaps and other derivative instruments by Alphabet or any of its subsidiaries for hedging risks pursuant to Alphabet’s Investment Policy, other hedging policies, or otherwise. The Audit Committee will have the authority to review and approve, at least annually, decisions by Alphabet or any of its subsidiaries to enter into swaps, including those that may not be subject to clearing and exchange trading and execution requirements in reliance on the “end-user exception” under the Commodity Exchange Act, or other rules and regulations promulgated from time to time.

  16. Review of Charter. The Audit Committee will review and reassess the adequacy of this charter at least once a year.

It is not the Audit Committee’s responsibility to prepare and certify Alphabet’s financial statements, to guarantee the independent auditors’ report, or to guarantee other disclosures by Alphabet. These are the fundamental responsibilities of management and the independent auditors. The Audit Committee members are not full-time Alphabet employees and do not perform the functions of auditors and accountants.

Restrictions on Independent Auditors Services

Alphabet’s independent auditors cannot perform any of the following services:

  • bookkeeping or other services related to Alphabet’s accounting records or financial statements;
  • financial information systems design and implementation;
  • appraisal or valuation services, fairness opinions or contribution-in-kind reports;
  • actuarial services;
  • internal audit outsourcing services;
  • management or human resources functions;
  • broker or dealer, investment adviser or investment banking services;
  • legal services and expert services unrelated to the audit; and
  • any other service that the Public Company Accounting Oversight Board of Directors determines, by regulation, would impair the independence of Alphabet’s auditors.

Meetings and Minutes

The Audit Committee will meet at least four times each year, and will keep minutes of each meeting. The Audit Committee decides when and where it will meet, and must deliver a copy of this schedule in advance to the Board of Directors.

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

Delegation of Authority; Chair of Audit Committee

The Audit Committee can delegate to one or more members of the Audit Committee the authority to pre-approve audit and permissible non-audit services, as long as any pre-approval of services is presented to the full Audit Committee at its next scheduled meeting.

The Audit Committee can delegate to one or more members of the Audit Committee the authority to pre-approve related party transactions, as long as any pre-approval of a transaction is presented to the full Audit Committee at its next scheduled meeting.

The Audit Committee cannot delegate its responsibilities to non-committee members.

Unless the chair of the Audit Committee is elected by the full Board of Directors, the members of the Audit Committee shall designate a chair by the majority vote of the full Committee membership. The Audit Committee may change the chair at any time.

Adopted October 2, 2015

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Leadership Development and Compensation Committee

Paul S. Otellini, Chair
L. John Doerr
K. Ram Shriram

Leadership Development and Compensation Committee Charter

Purpose

The purpose of the Leadership Development and Compensation Committee (the “Committee”) is to oversee the compensation of Alphabet and its affiliates (“Alphabet”). The Committee will provide this oversight through a process that supports Alphabet’s business objectives and incorporates sound corporate governance principles. The Committee will also broadly oversee matters relating to the attraction, motivation, development and retention of employees of Alphabet and its affiliates (“Employees”).

In undertaking these responsibilities, the Committee shall take into account factors it deems appropriate from time to time, including Alphabet’s business strategy, the risks to Alphabet and its business implied by its executive compensation and incentive programs and awards, and the results of any shareholder advisory votes with respect thereto.

To this end, the Committee shall (i) establish, oversee and administer  compensation policies and programs for Employees, (ii) review and approve compensation and incentive programs and awards for Alphabet’s executive officers, the Executive Chairman of the Board of Directors and such other Employees as it feels necessary or advisable (“senior management”), and the non-employee members of Alphabet’s Board of Directors, (iii) administer Alphabet’s equity compensation plans, and (iv) perform other tasks necessary to promote sound corporate governance principles related to leadership development and compensation at Alphabet.

Appointment, Membership and Organization

The members of the Committee will be appointed by Alphabet’s Board of Directors and will consist of at least two (2) independent members of Alphabet’s Board of Directors. Each member of the Committee will be “independent” in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) and the rules of the NASDAQ Stock Market, a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 and at least two of the Committee members will qualify as “outside directors” under Section 162(m) of the Internal Revenue Code of 1986.

Unless the chair of the Committee is elected by Alphabet’s Board of Directors, the members of the Committee shall designate a chair by the majority vote of the full Committee membership. The Committee may change the chair at any time.

The Chairman of  Alphabet’s Board of Directors, any member of the Committee or the Secretary of Alphabet  may call meetings of the Committee. Each appointed Committee member will be subject to annual reconfirmation and may be removed by Alphabet’s Board of Directors at any time.

Responsibilities and Authority

The Committee will have the following responsibilities and authority:

  1. Review and approve Alphabet’s general compensation strategy.
  2. Establish annual and long-term performance goals for Alphabet’s senior management.
  3. Conduct and review with the Board of Directors an annual evaluation of the performance of Alphabet’s senior management as appropriate.
  4. Evaluate the competitiveness of the compensation of Alphabet’s senior management.
  5. Review and approve the selection of Alphabet’s peer companies.
  6. Review and approve all salaries, bonuses, equity awards, perquisites, post-service arrangements, and other compensation and benefit plans for Alphabet’s Chief Executive Officer and other members of senior management. Alphabet’s  Chief Executive Officer shall not be present during voting or deliberations regarding his or her compensation.
  7. Review and approve the terms of any offer letters, employment agreements, termination agreements or arrangements, change-in-control agreements, indemnification agreements and other material agreements between Alphabet, on the one hand, and its Chief Executive Officer or member of senior management, on the other.
  8. Act as the administering Committee for Alphabet’s stock and bonus plans and for any equity, cash or similar compensation arrangements that may be adopted by Alphabet from time to time, with such authority and powers as are set forth in the respective instruments establishing such arrangements, including establishing performance metrics, determining bonus payouts and granting equity awards to Employees.
  9. Provide oversight for overall compensation plans and benefit programs for Employees, monitor trends in executive and overall compensation and make recommendations to Alphabet’s Board of Directors with respect to improvements to such plans and programs or the adoption of new plans and programs.
  10. Review and approve compensation programs as well as salaries, fees, bonuses and equity awards for the Executive Chairman and the non-employee members of Alphabet’s Board of Directors.
  11. Review plans for the development, retention and succession of senior management.
  12. Review executive education and development programs.
  13. Monitor total equity usage for compensation and establish appropriate equity dilution levels.
  14. Report regularly to Alphabet’s Board of Directors on the Committee’s activities.
  15. Review and discuss with management the annual Compensation Discussion and Analysis (CD&A) disclosure and the related tabular presentations regarding named executive officer compensation and, based on this review and discussions, recommend including the CD&A disclosure and related tabular presentations in Alphabet’s annual public filings.
  16. Prepare and approve the annual Leadership Development and Compensation Committee Report to be included in Alphabet’s annual public filings.
  17. Oversee risks and exposures associated with leadership assessment, management succession planning, and executive compensation programs and arrangements, including incentive plans. The Committee shall provide regular reports to Alphabet’s  Board of Directors.  In order to facilitate this review, the Committee shall meet in executive session with key management personnel and/or representatives of outside advisors as required.
  18. Perform a review, at least annually, of the performance of the Committee and its members and report to Alphabet’s Board of Directors on the results of this review. In addition, the Committee shall review and reassess this Charter at least on an annual basis and recommend to Alphabet’s Board of Directors any improvements to this Charter that the Committee considers necessary or valuable.
  19. The Committee has the power to investigate any matter brought to its attention, with full access to all of Alphabet’s books, records, facilities and Employees.
  20. The Committee has the sole authority to select, retain and terminate a compensation consultant, legal counsel or other advisor to advise the Committee, at the expense of Alphabet, and to approve the terms of any such engagement and the fees of any such consultant, legal counsel or advisor. In selecting a compensation consultant, legal counsel or other advisor, the Committee will take into account factors it considers appropriate or as may be required by applicable law or listing standards.

Meetings and Minutes

The Committee will meet at least four times each year, and will keep minutes of each meeting. The Committee decides when and where it will meet, and must deliver a copy of this schedule in advance to Alphabet’s Board of Directors.

Unless Alphabet’s Board of Directors 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 Alphabet’s Board of Directors conducts its business.

Delegation of Authority

The Committee can delegate any of its responsibilities to the extent allowed under applicable law. The Committee may form and delegate authority to subcommittees if the Committee feels this is appropriate.

Adopted January 27, 2016

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Nominating and Corporate Governance Committee

John L. Hennessy, Chair
Shirley M. Tilghman

Nominating and Corporate Governance Committee Charter

Purpose

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of Alphabet is to:

  • Assist the Board of Directors (the “Board”) by identifying individuals qualified to become Board members, consistent with criteria approved by the Board.
  • Recommend for the Board’s approval the slate of nominees to be proposed by the Board to stockholders for election to the Board.
  • Develop, update as necessary and recommend to the Board the governance principles applicable to Alphabet.
  • Oversee the evaluation of the Board and management.
  • Recommend to the Board the directors who will serve on each committee of the Board.

Appointment, Membership and Organization

The Committee will be made up of no fewer than two (2) independent members. The Board decides the exact number of members and can at any time remove or replace a Committee member.

Each of the Committee’s members will be appointed by the Board. The Committee will comply with the rules and regulations of the Securities and Exchange Commission and the NASDAQ Stock Market, including those related to independence.

Unless the Chair of the Committee is elected by the Board, the members of the Committee shall designate a chair by the majority vote of the full Committee membership. The Committee may change the chair at any time.

Responsibilities and Authority

The Committee will:

  1. Evaluate the composition, size, organization and governance of the Board and its committees; determine future requirements; make recommendations to the Board about the appointment of directors to committees of the Board; and recommend the selection of chairs of these committees to the Board.
  2. Periodically review and approve compensation programs for non-employee members of the Board in conjunction with the Leadership Development and Compensation Committee.
  3. Review and recommend to the Board director independence determinations made with respect to continuing and prospective directors.
  4. Review and recommend to the Board Section 16 officer determinations with respect to Alphabet’s executive officers.
  5. Develop, update as necessary and recommend to the Board policies for considering director nominees for election to the Board.
  6. Recommend ways to enhance communications and relations with stockholders.
  7. Evaluate and recommend candidates for election to the Board consistent with criteria approved by the Board, including nominees recommended by stockholders. In this regard, in the event that the Committee will not be recommending an incumbent director for inclusion in the slate of nominees to be proposed by the Board to the stockholders for election to the Board, and provided that the incumbent director has not notified the Committee that he or she will be resigning or that he or she does not intend to stand for re-election to the Board, then, in the case of an election to be held at an annual meeting of stockholders, the Committee will recommend the slate of nominees to the Board at least thirty (30) days prior to the latest date required by the provisions of Sections 2.14 (advance notice of stockholder business) and 2.15 (advance notice of director nominations) of Alphabet’s Bylaws (as such provisions may be amended from time to time) for stockholders to submit nominations for directors at such annual meeting, or in the case of an election to be held at a special meeting of stockholders, at least ten (10) days prior to the latest date required by the provisions of Sections 2.14 and 2.15 of the Bylaws for stockholders to submit nominations for directors at a special meeting.
  8. Oversee the Board’s performance and annual self-evaluation process, including conducting surveys of director observations, suggestions and preferences regarding how effectively the board operates. The Committee also will evaluate the participation of members of the Board in continuing education activities in accordance with NASDAQ rules.
  9. Evaluate and recommend termination of service of individual members of the Board as appropriate, in accordance with the Board’s governance principles, for cause or for other proper reasons.
  10. Oversee risks and exposures associated with director and management succession planning, corporate governance, and overall board effectiveness. In order to facilitate this review, the Committee shall meet in executive session with key management personnel and representatives of outside advisors as required.
  11. Make regular oral or written reports to the Board.
  12. Review and re-examine this Charter at least on an annual basis and make recommendations to the Board regarding any proposed changes.
  13. Review annually the Committee’s own performance against responsibilities outlined in this Charter and as otherwise established by the Board.

The Committee has the power to investigate any matter brought to its attention, with full access to all books, records, facilities and employees of Alphabet. The Committee has the sole authority to select, retain and terminate consultants, legal counsel or other advisors, including director search firms, 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 that may be required by applicable law or listing standards or that it otherwise considers appropriate.

Meetings and Minutes

The Committee will meet at least four times each year, and will keep minutes of each meeting. The Committee decides when and where it will meet, and must deliver a copy of this schedule 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 form and delegate authority to subcommittees if the Committee feels this is appropriate.

Adopted October 2, 2015

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Executive Committee

Eric E. Schmidt, Chair
Sergey Brin
Larry Page

Executive Committee Charter

Purpose

The Executive Committee of the Board of Directors of Alphabet serves as an administrative committee of the Board to facilitate approval of certain corporate actions that do not require consideration by the full Board, as outlined in this Charter.

Membership

The Executive Committee will consist of at least three members of the Board. The members of the Executive Committee will be appointed by and serve at the discretion of the Board.

Authority

The Executive Committee will have and may exercise such powers and authority in the management of the business and affairs of Alphabet as are specifically delegated to it by resolution of the full Board.

Meetings

Meetings of the Executive Committee will be held from time to time as determined by the Board and/or the members of the Executive Committee, in response to the needs of the Board.

Minutes

The Executive Committee will maintain written minutes of its meetings, which will be distributed to the Board at its next meeting following any meeting of the Executive Committee and filed in Alphabet’s minute books along with the minutes of the meetings of the Board.

Adopted October 2, 2015

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