Proxy Season Update: Google

2014 Annual Meeting: 5:00 PM EDT, Wednesday, May 14, 2014
1600 Amphitheatre Parkway, Mountain View, California 94043

Google has two pending ESG shareholder proposals in 2014.

    • This resolution from Walden Asset Management asks for annual reports on policy, payments, memberships in groups that write model legislation, information on how these payments occur, and how management and the board of directors monitor them. The proposal says the reports should include:

      1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.

      2. Payments by Google used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

      3. Google’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

      4. Description of the decision making process and oversight by management and the Board for making payments described in sections 2 and 3 above.

      The resolution’s supporting statement reads:

      We encourage transparency about the ways corporate funds influence legislation and regulation, directly and indirectly. We commend Google for updating disclosure on its website on political spending and lobbying but the company still does not disclose details about lobbying through trade associations, maintaining secrecy about its payments used for lobbying by these associations.

      For example, the U.S. Chamber of Commerce spent over $1 billion in lobbying since 1998, yet any Google funding of the Chamber is secret. The Chamber has also sued the EPA for its work on climate regulation.

      In addition, Google reportedly sits on a task force of the American Legislative Exchange Council (ALEC) which has launched a “high priority campaign” to repeal renewable energy standards in states.

      In contrast, Google’s website publicly affirms its commitment to “protecting the environment.”

      It is in Google’s best interests to review its public policy advocacy and oversight and expand its public disclosure about third party lobbying.

  • OTHER: Tax Fairness
    • Domini Social Investments is promoting a set of principles about taxes, contending in its proposal to Google that the company’s aggressive strategies undermine company chairman Eric Schmidt’s commitment to always “do the right thing.” Domini says publicity about the company’s tax practices in the United Kingdom and France have harmed its reputation, since business is funneled through the tax haven of Bermuda, and contends that such strategies “undermine democracy and rule of law,” taking money away from needed government services such as “law enforcement, market regulation, judicial systems, infrastructure maintenance, public education, poverty alleviation, environmental protection, national defense and scientific research.” In Domini’s view, the company’s “complex tax arrangements may result in misallocations of capital and mask the true sources of long-term value” for investors. To “address the tax challenges of the digital economy,” the proposal therefore is promoting the following principles:

      A commitment to pay Google’s fair share of taxes (Johnson & Johnson Credo).

      Avoidance of transactions that would not be fully justifiable should they become public (Vodafone Tax Code of Conduct)

      Consideration of any misalignment between tax strategies and Google’s stated objectives and policies regarding social and environmental sustainability

      Consideration of impact of tax strategies on reputation and brand value (Vodafone Code)

Though it does not face a shareholder resolution on the subject, Google has been at the forefront of the shareholder debate over data privacy. Read the advocacy position below from Patrick Doherty of the New York State Comptroller’s office to learn more.

Download Proxy Preview 2014 to find more lobbying, tax fairness, and data privacy shareholder resolutions.