HUMAN/CIVIL RIGHTS EXPERT ON BOARD
RESOLVED: Shareholders request that Alphabet’s Nominating and Corporate Governance Committee nominate for the next Board election at least one candidate who:
• has a high level of human and/or civil rights expertise and experience and is widely recognized as such, as reasonably determined by Alphabet’s Board, and
• will qualify as an independent director within the meaning of the listing standards of the New York Stock Exchange.
WHEREAS: Shareholders believe Alphabet requires expert, board level oversight of civil and human rights issues to assess risk and develop strategy to avoid causing or contributing to widespread violations of human or civil rights, such as supporting hate campaigns, privacy violations, or violence.
Alphabet has extraordinary impact on human rights, controlling an estimated 90 percent of the global search market. Nearly two billion people use YouTube monthly, with YouTube’s recommendation algorithm driving approximately 70 percent of viewing.
Shareholders are concerned Alphabet’s content governance has proven ad hoc, ineffectual, and poses risk to shareholder value. Civil rights advocates have criticized Alphabet for failing to address hate speech that targets marginalized groups. The Anti-Defamation League found “a significant number of channels on YouTube’s platform continue to disseminate anti-Semitic and white supremacist content despite the company’s June 2019 crackdown on hate speech.”
The Christchurch terrorist attack in New Zealand, broadcast on YouTube, led to a global call to limit the spread of extremist content. Prime Minister Jacinda Ardern said: “We cannot simply sit back and accept that these platforms just exist and that what is said on them is not the responsibility of the place where they are published…It cannot be a case of all profit, no responsibility.”
In 2019, nearly 1500 employees — Googlers for Human Rights — petitioned Google to commit “not to support CBP, ICE, or ORR with any infrastructure, funding, or engineering resources, directly or indirectly, until they stop engaging in human rights abuses”, comparing Google’s role today to IBM’s role enabling Nazis during the Holocaust.
A 2019 Amnesty International report concluded Google’s “surveillance-based business model is incompatible with the right to privacy and poses a serious threat to a range of other human rights.” The report said algorithms “can result in Google…actively promoting or amplifying abusive, discriminatory or hateful content.”
In 2019, Google was fined a record 170 million dollars by the Federal Trade Commission and New York Attorney General Letitia James over YouTube’s violation of children’s privacy. James said: “Google and YouTube knowingly and illegally monitored, tracked and served targeted ads to young children just to keep advertising dollars rolling in. These companies put children at risk and abused their power.”
As fiduciaries, our Board is responsible for stewardship of business performance and long term strategic planning, in light of risk factors like widespread violations of human and civil rights. Ranking Digital Rights reported Google has “continued to lag behind its peers for weak governance and oversight over its impact on human rights, including freedom of expression and privacy.”
Details…
This is one of two resolutions HII has co-filed this proxy season. The lead filer of this resolution is Arjuna Capital. The resolution requests that Alphabet’s Board of Directors nominate, for the next Board election, an individual with Human Rights and/or Civil Rights expertise and is widely recognized as such. Arjuna Capital engaged and negotiated on our behalf as they are the lead filer.
- The Alphabet annual meeting of shareholders was held June 3, 2020.
- The resolution received approximately 9%