John L. Hennessy, Chair
Frances Arnold
Alphabet Inc. Nominating and Corporate Governance Committee Charter
Purpose
The purpose of the Nominating and Corporate Governance Committee (the “Committee”) of the Board of Directors of Alphabet Inc. (the “Board”) is to:
- Assist the Board by identifying and evaluating individuals qualified to become Board members, consistent with criteria approved by the Board and as provided in Alphabet’s Corporate Governance Guidelines.
- Recommend for the Board’s approval the slate of nominees to be proposed by the Board to stockholders for election to the Board or nominees for election to fill interim vacancies on 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 the minimum number of independent members as may be required under the NASDAQ Stock Market rules. 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, the NASDAQ Stock Market, and any other requirements of applicable law, 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, tenure, organization and governance of the Board and its committees and take steps and make recommendations to the Board as necessary; 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. The Committee will also review the chair of each committee of the Board at least every three years and make recommendations to the Board.
2. Periodically review and recommend to the Board for approval the compensation programs for non-employee members of the Board in conjunction with the Leadership Development, Inclusion 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. Take a leadership role in shaping Alphabet’s corporate governance, including reviewing the corporate governance framework and the Corporate Governance Guidelines and considering corporate governance issues that may arise from time to time, and develop appropriate recommendations to the Board.
7. Evaluate stockholder proposals submitted to Alphabet for consideration at the annual meeting of stockholders and provide appropriate oversight.
8. Recommend ways to enhance communications and relations with stockholders.
9. Evaluate and recommend candidates for election to the Board consistent with criteria approved by the Board and as provided by the Corporate Governance Guidelines, including nominees recommended by stockholders and nominees to fill interim vacancies. 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 (excluding any resignation tendered in accordance with Section II, Paragraph 6 of the Corporate Governance Guidelines) 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 Amended and Restated 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 Amended and Restated Bylaws for stockholders to submit nominations for directors at a special meeting. The Committee also will review, and determine whether to recommend that the Board accept, the resignation of any director who has tendered his or her resignation in accordance with Section II, Paragraph 6 of the Corporate Governance Guidelines, such resignation to be accepted, refused or refused subject to conditions by the Board in its discretion.
10. 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.
11. Evaluate whether a director who notifies the Board of a change in job responsibilities continues to satisfy the Board’s membership criteria and independence requirements and recommend action to be taken, if any, with respect to the director.
12. 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.
13. 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.
14. Make regular oral or written reports to the Board.
15. Review and re-examine this Charter and governance practices at least on an annual basis and make recommendations to the Board regarding any proposed changes.
16. 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 comprised of other members of the Board qualified to perform such responsibilities in accordance with the rules and regulations of the Securities and Exchange Commission, the NASDAQ Stock Market, and any other requirements of applicable law if the Committee feels this is appropriate.
Last revised April 10, 2024