Alphabet, Inc. | Interfaith Center on Corporate Responsibility

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<strong>Company:</strong>
<p>Alphabet, Inc.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>One Vote Per Share </p>
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<strong>Status:</strong>
<p>Filed</p>
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The Council for Institutional Investors (CII) recommends a seven-year phase-out of dual class share offerings. The International Corporate Governance Network supports CII’s recommendation “to require to a time-based sunset clause for dual class shares to revert to a traditional one-share/one-vote structure no more than seven years after a company’s IPO date.”
Asset manager BlackRock reiterates that “effective voting rights are basic rights of share ownership.”
The Investor Stewardship Group recommends that “shareholders should be entitled to voting rights in proportion to their economic interest” and “boards should have a strong, independent leadership structure.”
As of November 15, 2024, Institutional Shareholder Services (ISS), which rates companies on governance risk, gave our company a 10, its highest risk category, for the Governance QualityScore.

<p class=”p5″>Shareholders are encouraged to vote FOR this good governance request to allow better shareholder oversight.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Whitney Nguyen</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>NorthStar Asset Management</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Aditi Rukhaiyar</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Investor Alliance for Human Rights</span></div>
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<strong>Focus Area:</strong>
<p>Children </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class=”p1″>Social media impacts children’s brains differently than adult brains.1 It poses physical and psychological risks that children and teens are unprepared for, including sextortion, grooming, hate group recruitment, human trafficking, cyberbullying, harassment, invasion of privacy, financial scams, and exposure to sexual, violent or self-harm content, among others.</p>
<p class=”p4″>Alphabet/YouTube face significant regulatory, reputational, and legal risks due to these unabated issues.</p>
<p class=”p4″>Mental Health:</p>
<p class=”p2″>The United States (U.S.) Surgeon General called for social media warning labels due to its impact on kids’ mental health.2 Forty-two states have sued Alphabet as the parent company, claiming YouTube is intentionally addictive and harm kids’ mental health.3</p>
<p class=”p4″>Plaintiffs claim YouTube caused a myriad of mental and physical harms, including:</p>

<strong>Cyberbullying: </strong>YouTube comment sections can be a place where cyberbullying of content creators and their fans as well as youth users is common.
<strong>Depression: </strong>Social platforms like YouTube often serve up idealized images of body type or lifestyle. Children using YouTube may experience depression, anxiety and body dissatisfaction related to social comparisons on the platform.
<strong>Self-harm and suicide: </strong>In some cases, YouTube has presented suicidal ideation concepts. This can result in suicide or other forms of self-harm.4

<p class=”p10″>Sexual Exploitation:</p>
<p class=”p2″>YouTube is often noted as a primary online channel for grooming and coercion, livestreaming, and housing Child Sexual Abuse Exploitation material. Google’s smartphone apps can allow parents and other abusers to connect with pedophiles who pay to watch — and direct — criminal behavior.5</p>
<p class=”p10″>Children’s Data Privacy & Targeted Ads:</p>
<p class=”p2″>YouTube paid a record $170 million fine to the Federal Trade Commission in response to allegations that YouTube illegally harvested children’s data. A Harvard study cited in 2022 YouTube generated the highest ad revenue out of all the platforms from users 12 and under – ($959.1 million) and derived 27 percent of its overall revenue from users under 18.6 In 2023, Fairplay raised concerns with the FTC about Google’s ads targeted to children, reporting that YouTube placed its behavioral ads on children’s channels 1,446 times.7</p>
<p class=”p2″>Legislation:</p>
<p class=”p3″>The European Union’s Digital Services Act requires identifying, reporting and removing child sexual abuse material. The United Kingdom’s Online Safety bill aims to protect children from online fraud and harmful content. The U.S. proposed Kids Online Safety Act requires companies to prevent or mitigate child risks including suicide, eating disorders and substance abuse.”89</p>
<p class=”p5″>YouTube lists steps taken to improve child safety, but it has no publicly available child safety or harm reduction performance metrics for investors and stakeholders to judge the effectiveness of Alphabet’s announced tools, policies and actions.</p>
<p class=”p7″><strong>Resolved: </strong>Shareholders request that the Board of Directors publishes a report (prepared at reasonable expense, excluding proprietary information) that includes quantitative metrics</p>
<p class=”p7″>appropriate to assessing whether and how Alphabet/YouTube has improved its performance globally regarding child safety impacts and actual harm reduction to children on its platforms.</p>
<p class=”p1″>1 https://www.apa.org/news/apa/2022/social-media-children-teens</p>
<p class=”p2″>2  4  https://www.cnn.com/2024/06/17/media/surgeon-general-social-media-apps-warning-label/index.html</p>
<p class=”p3″>3 https://www.motleyrice.com/social-media-lawsuits/youtube</p>
<p class=”p3″>4 https://www.motleyrice.com/social-media-lawsuits/youtube</p>
<p class=”p3″>5  https://www.nytimes.com/2024/12/07/us/child-abuse-apple-google-apps.html</p>
<p class=”p2″>6 https://www.msn.com/en-us/money/news/harvard-study-reveals-underage-users-contribute-11b-to-social- media-platforms-including-youtube-and-instagram/ar-AA1m8pk5</p>
<p class=”p1″>7 https://arstechnica.com/tech-policy/2023/08/youtube-may-face-billions-in-fines-if-ftc-confirms-child-privacy- violations/</p>
<p class=”p2″>8  https://abcnews.go.com/Politics/protecting-kids-online-bipartisan-cause-senators/story?id=97195752</p>
<p class=”p3″>9  https://www.nbcnews.com/tech/social-media/kosa-kids-online-safety-act-speech-censor-rcna128249</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Lauren Compere</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Boston Common Asset Management</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Timnit Ghermay</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Providence St. Joseph Health</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Timnit Ghermay</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Sisters of the Holy Names of Jesus and Mary, US Ontario Province</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Aditi Rukhaiyar</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Investor Alliance for Human Rights</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Timnit Ghermay</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Congregation des Soeurs des Saints Noms de Jesus et de Marie</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Timnit Ghermay</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Northwest Women Religious Investment Trust</span></div>
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<strong>Focus Area:</strong>
<p>Algorithmic Harm </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class=”p1″><strong>RESOLVED: </strong>Shareholders request the Board of Directors of Alphabet Inc. to publish an independent third-party Human Rights Impact Assessment (the “Assessment”), examining the actual and potential human rights impacts of Google’s artificial intelligence-driven targeted advertising policies and practices. This Assessment should be conducted at a reasonable cost; omit proprietary and confidential information, as well as information relevant to litigation or enforcement actions; and be published on Alphabet’s website by June 1, 2026.</p>
<p class=”p1″><strong>WHEREAS: </strong>Alphabet’s advertising business, which heavily relies on artificial intelligence (“AI”), accounted for more than 75% of Alphabet’s revenue in 2023.1</p>
<p class=”p2″>Algorithmic systems are deployed to deliver targeted advertisements, determining what users see and can result in and exacerbate systemic discrimination and human rights violations.2 Google’s current ad infrastructure is driven by third-party cookies, which enable entities to track users online by accumulating significant personal data — putting user privacy at risk. Despite these risks, Alphabet’s measures to address privacy shortcomings and broader human rights concerns appear to be limited.</p>
<p class=”p3″> </p>
<p class=”p4″>Google’s AI Principles commit to “considering and assessing new AI projects, products and deals” by integrating “human rights due diligence [as] part of that process.”3 However, in Q2 alone, Alphabet announced over 30 new ads features and products “to help advertisers leverage AI and keep pace with the evolving expectations of customers and users”4 — yet shareholders lack clarity on what human rights due diligence efforts were made to identify and address risks from these products.</p>
<p class=”p1″>Additionally, Alphabet’s current policies and practices appear to be insufficient to manage such risks. For instance, Alphabet’s 2023 Ads Safety report does not provide shareholders with clarity on which platforms generated bad ads, what “inappropriate content” entails, and whether such ads could generate or have generated harms, such as discrimination.</p>
<p class=”p2″>Inadequate human rights due diligence measures may also expose Alphabet to regulatory risk. The Digital Services Act requires companies like Alphabet to take measures to integrate human rights considerations into their handling of user data and algorithmic decision-making. The EU’s Artificial Intelligence Act will also regulate the development and use of AI.</p>
<p class=”p5″>Alphabet’s 2023 Annual Report stated that Alphabet is “expanding [its] investment in AI across the entire company.”5 In Alphabet’s 2024 Q3 earnings call, Alphabet confirmed significant and growing investments in AI to grow its advertising business.6 If Alphabet fails to implement effective human rights due diligence to manage harms stemming from its AI-driven targeted advertising technology, a central pillar of Alphabet’s business, Alphabet may expose shareholders to significant regulatory, legal, financial and reputational risk.</p>
<p class=”p2″>In 2019, Google published a summary of a third-party Assessment of a celebrity facial recognition algorithm.7 Alphabet’s targeted advertising technology, which affect billions, deserves the same due diligence.</p>
<p class=”p2″>Alphabet has one of the largest footprints of any entity in the world. A robust Assessment is essential for Alphabet to mitigate risk and will provide shareholders with more clarity on Alphabet’s human rights due diligence efforts.</p>
<p class=”p1″>1  https://abc.xyz/assets/52/88/5de1d06943cebc569ee3aa3a6ded/goog023-alphabet-2023-annual-report-web-1.pdf</p>
<p class=”p2″>2 https://edri.org/wp-content/uploads/2021/06/EDRi_Discrimination_Online.pdf</p>
<p class=”p3″>3  https://blog.google/outreach-initiatives/public-policy/respecting-rights-global-network-initiative-assessment-report/</p>
<p class=”p3″>4 https://abc.xyz/2024-q2-earnings-call/</p>
<p class=”p2″>5  https://abc.xyz/assets/52/88/5de1d06943cebc569ee3aa3a6ded/goog023-alphabet-2023-annual-report-web-1.pdf</p>
<p class=”p3″>6 https://abc.xyz/2024-q3-earnings-call/</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Sarah Couturier-Tanoh</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Shareholder Association for Research and Education (SHARE)</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Laura Krausa</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>CommonSpirit Health</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Barbara McCracken</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Benedictine Sisters of Mount St. Scholastica</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Sr. Jean Anne Panisko</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Sisters of Charity of Leavenworth</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”>Sr. Patricia Phillips</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Benedictine Sisters of Baltimore – Emmanuel Monastery</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Karen Ann Lortscher</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Benedictine Sisters, Sacred Heart Monastery of Cullman, Alabama</span></div>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Aditi Rukhaiyar</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Investor Alliance for Human Rights</span></div>
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Resolution Details

Company:

Alphabet, Inc.

Year:

2024

Issue Area:

Climate Change

Focus Area:

Climate Change, Climate Governance, Employee Pensions

Status:

Filed

Resolution Text

WHEREAS: Without aggressive mitigation, climate change will have significant, deleterious consequences for the global economy, with some estimates suggesting that unmitigated climate change can be expected to shave 11 to 14 percent off global economic output by 2050 unless average global temperature increase is kept to less than two degrees Celsius.1

These effects will have a particularly significant impact on workers saving for retirement. Retirement plan beneficiaries have long investment horizons, and “[t]he longer term the investment horizon, the more likely it is that climate will not only be a material risk, but the most material risk.”2 Climate portfolio risk to retirement plans will be difficult to mitigate. An International Finance Corporation report concluded that “the traditional way of managing risk through a shift in asset allocation into increased holdings of more conservative, lower risk, lower return, asset classes may do little to offset climate risks.”3

While our Company has taken actions to address its operational greenhouse gas emissions,4 it has not acted to meaningfully address the emissions generated by its retirement plan investments. The plan’s “default” investment option—into which participants are automatically enrolled if they do not affirmatively select another option—is the Vanguard Target Retirement fund series. The funds in this series account for 65% of plan assets.5 These funds invest heavily in high-carbon companies and companies contributing to deforestation.6

Investments in high-carbon and deforestation-risk companies help fuel the climate crisis and make worst-case economic scenarios more likely.7 To effectively mitigate the climate crisis and keep temperature increases within manageable ranges, the world has a limited “carbon budget.”8 Emissions today deplete that budget and, together with investments in new sources of emissions, “lock in” future temperature increases.9

High-carbon and deforestation-risk retirement plan investments contribute to systemic climate risk in beneficiaries’ portfolios, endangering workers’ life savings. These investments are especially perverse when made automatically on behalf of younger workers with long investment time horizons. The Company’s climate-unsafe retirement plan may also contribute to difficulty in worker recruitment and retention, as polling indicates employee demand for responsible retirement options.10

Federal law requires that retirement plan fiduciaries act in beneficiaries’ best interests and ensure prudence of the plan’s investments. Recent regulatory amendments have confirmed that managing material climate risk is an appropriate consideration for retirement plan fiduciaries.11 The Company can best ensure that it is meeting its obligations to employees—especially younger employees—by appropriately mitigating climate risk in its retirement plan investments.

BE IT RESOLVED: Shareholders request Alphabet publish a report disclosing how the Company is protecting plan beneficiaries—especially those with a longer investment time horizon—from increased future portfolio risk created by present-day investments in high-carbon companies.

1 https://www.nytimes.com/2021/04/22/climate/climate-change-economy.html

2 https://www.plansponsor.com/in-depth/climate-change-benchmarking-risk-retirement-plans/

3 https://www.calpers.ca.gov/docs/forms-publications/mercer-asset-allocation-report.pdf, p.2

4 https://sustainability.google/operating-sustainably/

5 https://investyourvalues.org/retirement-plans/google

6 https://investyourvalues.org/retirement-plans/google

7 https://www.bloomberg.com/news/features/2022-10-20/how-to-purge-fossil-fuel-investments-from-your-401-k-or-ira#xj4y7vzkg

8 https://www.ipcc.ch/sr15/chapter/chapter-2/

9 https://www.carbonbrief.org/guest-post-what-the-tiny-remaining-1-5c-carbon-budget-means-for-climate-policy/

10 https://www.benefitnews.com/news/employees-want-retirement-plans-to-include-esg-investing

11 https://www.federalregister.gov/documents/2022/12/01/2022-25783/prudence-and-loyalty-in-selecting-plan-investments-and-exercising-shareholder-rights

Resolution Details

Company:

Alphabet, Inc.

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

Children, Data Privacy/Cyber Security, Human Rights Due Diligence, Human Rights Policy Implementation, Human Trafficking/Exploitation, Pornography, Product Safety, Sex Trafficking

Status:

Filed

Resolution Text

Whereas: The internet was not developed with children in mind. Social media impacts children’s brains differently than adult brains. It also poses physical and psychological risks that many children and teens are unprepared for, including sextortion and grooming, hate group recruitment, human trafficking, cyberbullying and harassment, exposure to sexual or violent content, invasion of privacy, self-harm content, and financial scams, among others.

YouTube and parent company, Alphabet, have faced numerous problems associated with its content moderation and platform design principles, which have proven to be particularly harmful for children and more vulnerable groups.

Child Sexual Abuse Exploitation – YouTube is often noted as a primary online channel for grooming and coercion, livestreaming, and housing Child Sexual Abuse Exploitation (CSAE) material. In Tanzania, total online child sexual exploitation and abuse-related offences on YouTube increased by 50% between 2017 and 2019.1 YouTube was found to be among the primary platforms reported by children who were offered money or gifts in return for sexual images or videos in Thailand (60% of incidents occurred through YouTube), Kenya (24%2), and Uganda (12%3). Traffickers in certain industries used YouTube to recruit and interact with those eventually trafficked.4

Children’s Data Privacy – Alphabet has faced legacy issues stemming from YouTube’s record $170 million fine5 paid to the Federal Trade Commission response to allegations that YouTube illegally harvested children’s data.

Legislative Risk – There has been significant regulatory and legislative action to hold online platforms accountable for their content. The new European Union’s Digital Services Act will make identifying, reporting, and removing child sexual abuse material mandatory.6 The United Kingdom’s Online Safety bill aims to keep internet users, particularly children, safe from fraudulent and harmful content. The United States’ proposed Kids Online Safety Act of 2023 enjoys public and bipartisan Congressional support and advocates for social media platforms to introduce accountability metrics and regular audits to prevent “child risks including suicide, eating disorders, substance abuse, sexual exploitation, and advertisements of illegal products.” 7

We commend Alphabet for taking steps to protect against these risks the past year by updating its Google Family website, introducing Legislative Framework to Protect Children and Teens Online8, increasing team capacity by hiring a Child Safety Manager, and beginning to consider integrating children’s safety into design principles of products and services. However, these policies point heavily to parental discretion and “individual choice” and fall short of fully protecting the Company’s exposure to well-documented risks of harmful content getting through YouTube’s platform. Furthermore, Alphabet does not have performance targets linked to children’s online safety for investors and stakeholders to judge the effectiveness of Alphabet’s content moderation tools and assess compliance with emerging regulatory standards.

Resolved: Shareholders request that, within one year, the Board of Directors adopts targets and publishes annually a report (prepared at reasonable expense, excluding proprietary information) that includes quantitative metrics appropriate to assessing whether YouTube/Alphabet has improved its performance globally regarding child safety impacts and actual harm reduction to children on its platforms.

1 https://www.end-violence.org/sites/default/files/2022-03/DH_Tanzania_ONLINE_final_revise%20020322.pdf

2 https://www.end-violence.org/sites/default/files/2021-10/DH%20Kenya%20Report.pdf

3 https://www.end-violence.org/sites/default/files/2021-11/DH_Uganda_ONLINE_final%20Report.pdf

4 https://polarisproject.org/wp-content/uploads/2018/08/A-Roadmap-for-Systems-and-Industries-to-Prevent-and-Disrupt-Human-Trafficking-Social-Media.pdf

5 https://archive.ph/fhUug

6 https://www.consilium.europa.eu/en/policies/prevent-child-sexual-abuse-online/#rules

7 https://www.young.senate.gov/imo/media/doc/kids_online_safety_act_one_pager.pdf

8 https://static.googleusercontent.com/media/publicpolicy.google/en//resources/youth-legislative-framework.pdf

Resolution Details

Company:

Alphabet, Inc.

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

Algorithmic Harm

Status:

Filed

Resolution Text

RESOLVED: Shareholders direct the board of directors of Alphabet Inc. to publish an independent third- party Human Rights Impact Assessment (the “Assessment”), examining the actual and potential human rights impacts of Google’s artificial intelligence-driven targeted advertising policies and practices. This Assessment should be conducted at a reasonable cost; omit proprietary and confidential information, as well as information relevant to litigation or enforcement actions; and be published on the company’s website by June 1, 2025.

WHEREAS: Google advertising accounted for approximately 80% of Alphabet’s revenue in 2022. Alphabet’s ad business, including Google Search, YouTube Ads and Google Network, has grown substantially lately, reaching $224 billion in 2022.1

Algorithmic systems are deployed to deliver targeted advertisements, determining what users see. This often results in and exacerbates systemic discrimination and other human rights violations.2 Google’s current ad infrastructure is driven by third-party cookies, which enable other entities to track users online by accumulating significant personal data. This further puts user privacy at risk. While Google has initiated efforts345 to address privacy shortcomings in its advertising system, it remains unclear how these efforts are supporting the establishment of sufficient and effective human rights due diligence.

Google asserts that human rights are “integrated into processes and procedures across the company” with executive oversight.6 However, to do their due diligence, shareholders need more information on how these considerations specifically apply to its dominant source of revenue. In 2019, Google published a summary of a third-party Human Rights Impact Assessment of a celebrity facial recognition algorithm.7 Its targeted ad systems, which affect billions, deserve the same due diligence, particularly as Google and its peers innovate in advertising targeting methods continuously.

Concerns around fairness, accountability, non-discrimination and transparency have prompted regulators globally to develop regulations aiming at regulating the use and development of responsible AI while promoting transparency and effective human rights due diligence. The Digital Services Act8 requires companies like Alphabet to take measures to considerate human rights into their handling of user data and algorithmic decision-making. The upcoming EU’s Artificial Intelligence Act9 will further regulate the development and use of AI and require AI systems classified as high-risk, including activities relating to targeted advertising, to be subjected to a mandatory fundamental rights impact assessment.

With its 274 million unique U.S. visitors in 2023, Google has one of the largest footprints of any entity in the world.10 This unmatched influence requires a proportional commitment to preserving and respecting human rights across all parts of its business model. Failure to do so may expose shareholders to material regulatory, legal, financial and reputational risks.

A robust and transparent Assessment is essential for the company to identify, address, and prevent adverse human rights impacts. It will aid in establishing industry-wide accountability for human rights and assure shareholders that its business model is well positioned in the face of increasing regulation.

1 https://abc.xyz/assets/d4/4f/a48b94d548d0b2fdc029a95e8c63/2022-alphabet-annual-report.pdf

2 https://edri.org/wp-content/uploads/2021/06/EDRi_Discrimination_Online.pdf

3 https://blog.google/technology/ads/announcing-the-launch-of-the-new-ads-transparency-center/

4 https://blog.google/technology/safety-security/online-safety-features-updates-google-io-2023/

5 https://blog.google/products/android/the-privacy-sandbox-beta-is-coming-to-android/

6 https://about.google/human-rights/

7 https://services.google.com/fh/files/blogs/bsr-google-cr-api-hria-executive-summary.pdf

8 https://commission.europa.eu/strategy-and-policy/priorities-2019-2024/europe-fit-digital-age/digital-services-act_en

9 https://www.europarl.europa.eu/news/en/headlines/society/20230601STO93804/eu-ai-act-first-regulation-on-artificial-intelligence

10 https://www.statista.com/topics/1001/google/#topicOverview

Resolution Details

Company:

Alphabet, Inc.

Year:

2024

Issue Area:

Human Rights & Worker Rights

Focus Area:

AI / Artificial Intelligence, Algorithmic Harm

Status:

Filed

Resolution Text

Whereas: Generative Artificial Intelligence (gAI) threatens to amplify misinformation and disinformation, as exemplified by reports about Bard, Gemini, and other Alphabet AI-driven products, including targeted ads, compromising human rights and democratic processes. This is of particular concern as 2024 will feature critical elections in the United States, India, Mexico, and Russia.

Eurasia Group ranked gAI the third highest political risk confronting the world, warning new technologies “will be a gift to autocrats bent on undermining democracy abroad and stifling dissent at home.”1 Some threats from gAI stem from its generation of inaccurate and invented information in text and images and its ability to accelerate their spread.2 Other threats come from gAI tools that enable precise ad targeting that could propagate disinformation among voters.3

Sam Altman, leading AI executive, said he is “particularly worried that these models could be used for large-scale disinformation.”4 The Information has noted that gAI drops “the cost of generating believable misinformation by several

orders of magnitude.”5 Environmental advocates warn that AI “threatens to amplify the types of climate disinformation that have plagued the social media era.”6 One study found Google’s Palm chat technology created misinformation “hallucinations” at a rate of 27 percent, the highest among AI systems tested.7 Members of the team developing Bard “openly debate the AI tool’s effectiveness and utility, with some questioning whether the enormous resources going into development are worth it.”8 Alphabet has invested an estimated $200 billion in AI over the last decade.9

While Alphabet publicly acknowledges the risks of AI and the need for reliable guardrails,10 it continues to “supercharge”11 gAI product development without addressing the existential threats posed by the technology, undermining Google’s established human rights commitments.12 Researchers at Princeton, Virginia Tech, and Stanford have found that the

guardrails many companies, including Alphabet, rely on to mitigate the risks “aren’t as sturdy as A.I. developers seem to believe.”13 Further, legal experts believe content generated by Alphabet’s own technology is unlikely to be shielded by Section 230 (Communications Decency Act), which has historically provided legal protection when third-party content is posted.

Shareholders are concerned that Alphabet incurs significant legal, financial, and reputational risks because of its rapid development and deployment of gAI products, absent parallel assessments of the threats they pose to the Company and society.

Resolved: Shareholders request the Board issue a report, at reasonable cost, omitting proprietary or legally privileged information, to be published within one year of the Annual Meeting and updated annually thereafter, assessing the risks to the Company’s operations and finances, and to public welfare, presented by the Company’s role in facilitating misinformation and disinformation generated, disseminated, and/or amplified via generative Artificial Intelligence; what steps the Company plans to take to remediate those harms; and how it will measure the effectiveness of such efforts.

1 https://www.eurasiagroup.net/issues/top-risks-2023

2 https://www.cureus.com/articles/176775-artificial-hallucinations-by-google-bard-think-before-you-leap#!/

3 https://www.brookings.edu/articles/how-ai-will-transform-the-2024-elections/

4 https://fortune.com/2023/06/08/sam-altman-openai-chatgpt-worries-15-quotes/

5 https://www.theinformation.com/articles/what-to-do-about-misinformation-in-the-upcoming-election-cycle

6 https://epic.org/wp-content/uploads/2023/09/Final-Letter-to-Sen.-Schumer-on-Climate-AI-1.pdf

7 https://www.nytimes.com/2023/11/06/technology/chatbots-hallucination-rates.html

8 https://www.bloomberg.com/news/articles/2023-10-11/google-insiders-question-usefulness-of-bard-ai-chatbot

9 https://www.reuters.com/technology/ai-lesson-microsoft-google-spend-money-make-money-2023-07-25

10 https://blog.google/technology/ai/our-responsible-approach-to-building-guardrails-for-generative-ai/ 11 https://blog.google/products/search/generative-ai-search/

12 https://about.google/intl/ALL_us/human-rights/

13 https://www.nytimes.com/2023/10/19/technology/guardrails-artificial-intelligence-open-source.html

Resolution Details

Company:

Alphabet, Inc.

Year:

2024

Issue Area:

Climate Change, Lobbying & Political Contributions

Focus Area:

Paris-Aligned Climate Lobbying

Status:

Withdrawn

Resolution Text

Alphabet Inc. (“Alphabet” or “Company”) pays trade association dues and other membership fees to organizations that consistently cast doubt on the scientific consensus on climate change.1 Alphabet further supports third parties actively opposing business-critical Paris-aligned climate policies.2 Investors increasingly see misaligned public policy activities as out of step with the goals of the Paris Agreement and companies’ Net Zero targets. Investors widely agree with corporate disclosure of lobbying activities. While this proposal is not calling on the Company to leave its trade associations, we submit this proposal to encourage the board to remedy climate misalignment and have clear and public criteria for doing so.3

Alphabet notes sponsorship and collaboration “doesn’t mean that we endorse the organization’s entire agenda, its events or advocacy positions, nor the views of its leaders or members. We assess the alignment of our trade association participation with the goals of the Paris Agreement…”4

Yet the Company does not provide information on the cadence of an evaluation, the criteria it considers, nor how it remedies any misalignments found. Alphabet notes that it speaks to industry associations about climate policy, yet it is still active in groups like the U.S. Chamber of Commerce, Business Europe, and Japan Business Federation, “all of which have consistently opposed ambitious climate action in their respective jurisdictions,” per numerous sources.56

One of the five pledges of the United Nations’s Race to Zero initiative, in which Alphabet participates, is “Within 12 months of joining, align external policy and engagement, including membership in associations, to the goal of halving emissions by 2030 and reaching global (net) zero by 2050.”7 While Alphabet has joined several trade and policy groups in recent years to enable stronger renewable energy policy, these activities may be negated as other influential groups that Alphabet participates in seek to obstruct climate policy progress.

Alphabet focuses on its positive climate lobbying efforts in its CDP response and notes engagements with trade associations to encourage alignment. However, Alphabet omits disclosure of the areas where climate commitments may be undermined via current public policy actions and memberships.8 We urge the board to adopt more systematic practices and provide key information needed to assess climate transition plans.

RESOLVED: Alphabet shareholders request that the Board report publicly on its framework for identifying and addressing misalignment between Alphabet’s lobbying and policy influence activities and positions, and its Net Zero (emissions) climate commitments (done at reasonable cost, omitting confidential/proprietary information). This report should cover activities done both directly and indirectly through trade associations, coalitions, alliances, and social welfare organizations (“Associations”), and reference the criteria used to assess alignment, the escalation strategies employed to address misalignment, and the circumstances under which escalation strategies are used (e.g., timeline, sequencing, and degree of influence over an Association).

1 https://kstatic.googleusercontent.com/files/ddfc97f01d89290e37bc52abdd9704bc3314ec5598bebe9676c64cd7a5ba1a719acaf069c1f9c218986e507f58bf3b50c750119c778cb4e88e99f3fb4dd904b4 ; https://www.aei.org/podcast/steven-koonin-on-climate-science-and-extreme-weather/ ; https://www.aei.org/politics-and-public-opinion/its-time-to-cancel-the-climate-crisis/ ; https://cei.org/issues/energy-and-environment/

2 https://www.washingtonpost.com/politics/2023/08/02/climate-group-pushes-big-tech-exit-nations-largest-business-lobby/ ; https://prospect.org/power/2023-07-17-climate-denialist-think-tank-ftc/ ; https://lobbymap.org/company/Google-55106f7e39973bc5344cdf3b71aaed19

3 https://climate-lobbying.com/apply-global-standard/ ; https://portal.s1.spglobal.com/survey/documents/Annual_Scoring_Methodology_2023.pdf; https://www.ceres.org/sites/default/files/CTAP%20Framework%20Summary.pdf; https://transitiontaskforce.net/wp-content/uploads/2023/10/TPT_Disclosure-framework-2023.pdf; https://ceres.org/sites/default/files/reports/2022-11/RPE%20Report_Nov22.pdf

4 https://www.gstatic.com/gumdrop/sustainability/google-2023-environmental-report.pdf

5 https://lobbymap.org/company/Google-55106f7e39973bc5344cdf3b71aaed19

6 https://www.politico.com/newsletters/the-long-game/2023/02/16/dissecting-the-chambers-stance-on-climate-policies-00083181

7 https://unfccc.int/climate-action/race-to-zero-campaign#Minimum-criteria-required-for-participation-in-the-Race-to-Zero-campaign

8 https://www.gstatic.com/gumdrop/sustainability/alphabet-2023-cdp-climate-change-response.pdf

Resolution Details

Company:

Alphabet, Inc.

Year:

2024

Issue Area:

Lobbying & Political Contributions

Focus Area:

Climate Lobbying, Lobbying

Status:

Filed

Resolution Text

RESOLVED, stockholders of Alphabet request the preparation of a report, updated annually, disclosing:

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

2. Payments by Alphabet 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. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Alphabet is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.

The report shall be presented to the Governance Committee and posted on Alphabet’s website.

SUPPORTING STATEMENT

Full disclosure of Alphabet’s lobbying activities and expenditures is needed to assess whether its lobbying is consistent with Alphabet’s expressed goals and stockholders’ best interests. Alphabet spent

$119,029,000 on federal lobbying from 2015 – 2022. This does not include state lobbying. Alphabet lobbied in at least 39 states in 2022. Alphabet also lobbies abroad, “being accused of shady lobbying”1 and spending between €5,500,000 – 5,999,999 on lobbying in Europe for 2022.

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.2 Alphabet lists support of 368 trade associations (TAs), social welfare groups (SWGs) and nonprofits for 2022, yet fails to disclose its payments, or the amounts used for lobbying.

Alphabet belongs to the Chamber of Commerce and Business Roundtable, which have spent over $2.2 billion on lobbying since 1998, supports SWGs that lobby like National Taxpayers Union3 and Taxpayers Protection Alliance,4 and funds controversial nonprofits like the Competitive Enterprise Institute (CEI),5 Federalist Society6 and Independent Women’s Forum, which has drawn scrutiny for “using anti-trans scaremongering” to oppose the Equal Rights Amendment.7

Alphabet’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions or hides payments to SWGs. Alphabet has drawn attention for funding “dark money groups” to oppose antitrust regulation.8 On company positions, Alphabet believes in addressing climate change, yet the Business Roundtable lobbied against the Inflation Reduction Act,9 the Chamber reportedly has been a “central actor” in dissuading climate legislation over a two-decade period,10 and CEI is described as a “climate denialist think tank.”11 And while Alphabet does not belong to the controversial American Legislative Exchange Council,12 it is represented by the Chamber13 and NetChoice,14 which each sit on its Private Enterprise Advisory Council.

Alphabet should expand its lobbying disclosure.

1 https://www.politico.eu/article/big-tech-companies-face-potential-eu-lobbying-ban/ .

2 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly- reported/.

3 https://time.com/6182329/the-strange-coalition-in-congress-poised-to-score-a-major-win-against-big-tech/.

4 https://www.opensecrets.org/news/2021/06/dark-money-groups-battle-efforts-to-limit-big-tech/.

5 https://www.nytimes.com/2019/07/10/climate/nyt-climate-newsletter-cei.html.

6 https://www.cnbc.com/2021/01/15/federalist-society-under-fire-after-leader-spoke-at-pro-trump-rally-before-riot.html.

7 https://truthout.org/articles/dark-money-womens-groups-are-using-anti-trans-scaremongering-to-oppose-era/.

8 https://www.opensecrets.org/news/2021/06/dark-money-groups-battle-efforts-to-limit-big-tech/.

9 https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable.

10 https://www.washingtonpost.com/politics/2023/08/02/climate-group-pushes-big-tech-exit-nations-largest-business-lobby/.

11 https://prospect.org/power/2023-07-17-climate-denialist-think-tank-ftc/.

12 https://www.exposedbycmd.org/2022/07/27/abandoning-free-market-and-liberty-principles-alec-takes-on-woke-capitalism- bodily-autonomy-and-more-at-its-annual-meeting/.

13 https://ohiocapitaljournal.com/2023/09/06/coming-soon-in-ohio-alec-releases-new-raft-of-model-legislation/.

14 https://readsludge.com/2023/10/03/alec-gala-will-face-protest-from-pro-democracy-groups/.

Resolution Details

Company:

Alphabet, Inc.

Year:

2024

Issue Area:

Corporate Governance

Focus Area:

Algorithmic Harm, Board Competency and Risk Oversight, Product Safety

Status:

Filed

Resolution Text

In 2018 Alphabet launched its Artificial Intelligence (AI) Principles which included the following:

1. Be socially beneficial
2. Avoid creating or reinforcing unfair bias
3. Be built and tested for safety
4. Be accountable to people
5. Incorporate privacy design principles
6. Uphold high standards of scientific excellence
7. Be made available for uses that accord with these principles1

However, there is evidence which suggests that the AI Principles have not been successfully implemented.
In August 2023, the New York Times reported on a project “with generative A.I. to perform at least 21 different types of personal and professional tasks, including tools to give users life advice, ideas, planning instructions and tutoring tips.” It went on to conclude “The project was indicative of the urgency of Google’s effort to propel itself to the front of the A.I. pack and signaled its increasing willingness to trust A.I. systems with sensitive tasks. … The capabilities also marked a shift from Google’s earlier caution on generative A.I.”2

In September 2023, the roll out of Bard to connect to a user’s Gmail, Google Docs and Google Drive accounts was described by one prominent commentator as “a mess” and he was surprised it was released given how “erratically it acted”. While the company made privacy assurances, those were undercut by its warning against sending Bard “any data you wouldn’t want a reviewer to see or Google to use.”3
Relatedly, there is also reporting that calls into question Alphabet’s ability to comply with laws designed to protect children. This raises concerns for us that Alphabet’s board may not be providing sufficient oversight regarding social impacts.4

As government AI interventions focused on public welfare and national security emerge around the world, regulatory risk suggests heightened board oversight is needed.
We believe that shareholders, many of whom are widely diversified and may feel the impacts of the potential negative externalities of Alphabet’s AI activities throughout their investment portfolios, would benefit from improved oversight. Corporate governance is very important when it comes to AI and it is unclear to us how Alphabet’s board is resolving tensions and prioritization challenges that arise between its AI Principles and its financial goals. While the Audit and Compliance Committee charter covers data privacy and security & civil and human rights, we believe the critical nature of AI to the company and its shareholders calls for expressly articulated coverage.

RESOLVED: shareholders request the board of directors amend the charter of the Audit and Compliance Committee of the Board to add to the committee’s “purpose” section appropriate language which makes it clear that the Committee is responsible for overseeing Alphabet’s artificial intelligence activities and ensuring management’s comprehensive and complete implementation of its AI Principles.

1 https://ai.google/responsibility/principles/

2 https://www.nytimes.com/2023/08/16/technology/google-ai-life-advice.html

3 https://www.nytimes.com/2023/09/20/technology/google-bard-extensions.html

4 https://adalytics.io/blog/are-youtube-ads-coppa-compliant , https://www.markey.senate.gov/news/press-releases/senators-markey-blackburn-demand-ftc-investigate-youtube-google-for-suspected-violations-of-childrens-privacy

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