10/4/2018
`
`Board - Investor Relations - Alphabet
`
`Board of Directors
`
`Larry Page
`Sergey Brin
`John L. Hennessy
`L. John Doerr
`Roger W. Ferguson, Jr.
`Diane B. Greene
`Ann Mather
`Alan R. Mulally
`Sundar Pichai
`Eric E. Schmidt
`K. Ram Shriram
`
`Board Committees
`
`Audit Committee
`Leadership Development and Compensation Committee
`Nominating and Corporate Governance Committee
`Executive Committee
`
`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:
`
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`GOOGLE EXHIBIT 1046
`GOOGLE v. SEVEN NETWORKS
`IPR2018-01052
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`Board - Investor Relations - Alphabet
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`Oversee Alphabet’s accounting and nancial reporting processes, including
`Alphabet’s disclosure controls and procedures and system of internal controls and
`audits of Alphabet’s consolidated nancial statements.
`
`Oversee Alphabet’s relationship with its independent auditors, including appointing
`or changing Alphabet’s auditors and ensuring their independence.
`
`Provide oversight regarding signicant nancial 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 the minimum number of
`independent members of the Board of Directors as required under the rules of the
`NASDAQ Stock Market (NASDAQ). 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 and any other requirements of applicable law,
`including those related to independence and committee composition.
`
`At least one member of the Audit Committee must have past employment
`experience in nance or accounting, or comparable experience or background,
`which results in an understanding of GAAP and nancial statements, an ability to
`apply GAAP principles in assessing accounting policies and accounting for
`estimates, accruals and reserves, experience in preparing, auditing and evaluating
`nancial statements with a level of complexity comparable to Alphabet’s nancial
`statements, an understanding of audit committee functions and an understanding
`of internal control over nancial reporting. Having been a CEO, CFO or other senior
`ocer with nancial oversight responsibilities for a public company, for instance,
`would qualify.
`
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`Board - Investor Relations - Alphabet
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`Each member of the Audit Committee must be able to read and understand
`fundamental nancial statements, including Alphabet’s balance sheet, income
`statement and cash ow statement.
`
`Responsibilities
`The Audit Committee’s main responsibility is to oversee Alphabet’s nancial
`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 exible 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 qualications, 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
`aliates of management level or higher individuals formerly employed by the
`independent auditors who provided services to Alphabet or any of its subsidiaries or
`controlled aliates. 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
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`Board - Investor Relations - Alphabet
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`and other nancial 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 nancial controls or nancial reporting.
`
`5. Internal Controls; Risk Assessment. The Audit Committee will discuss with
`management and the independent auditors the design, implementation, adequacy
`and eectiveness 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 nancial matters, particularly nancial reporting, tax, accounting,
`disclosure, internal control over nancial 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, including cybersecurity. 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 signicant 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 nancial statements and quarterly nancial 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
`nancial 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.
`
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`Board - Investor Relations - Alphabet
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`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 nancial information within generally accepted
`accounting principles that the auditors have discussed with management ocials of
`Alphabet, ramications 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
`dierences.
`
`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 diculties 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 signicant
`disagreements with management.
`
`11. CEO and CFO Certications. The Audit Committee will review the CEO and CFO
`disclosure and certications 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) condential 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
`
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`Board - Investor Relations - Alphabet
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`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
`eectiveness of these policies and Alphabet’s overall compliance program at least
`annually with management and Alphabet’s compliance and securities counsel. The
`Chief Legal Ocer 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 and make recommendations to the Board regarding
`any proposed changes.
`
`It is not the Audit Committee’s responsibility to prepare and certify Alphabet’s
`nancial statements, to guarantee the independent auditors’ report, or to guarantee
`other disclosures by 5 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:
`
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`Board - Investor Relations - Alphabet
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`bookkeeping or other services related to Alphabet’s accounting records or nancial
`statements;
`
`nancial 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 preapprove 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 preapprove related party transactions, as long as any
`pre-approval of a transaction is presented to the full Audit Committee at its next
`scheduled meeting.
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`Board - Investor Relations - Alphabet
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`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.
`
`Last revised January 31, 2018
`
`Back to top
`
`Leadership Development and Compensation Committee
`
`L. John Doerr, Chair
`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 the members of the Alphabet
`Board of Directors (the “Board of Directors”) and employees (“Employees”)
`(including executive ocers) of Alphabet and its aliates (“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.
`
`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 the operation and structure of its
`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 ocers, the Executive
`Chairman of the Board of Directors and such other Employees as it feels necessary
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`Board - Investor Relations - Alphabet
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`or advisable (“senior management”), and the non-employee members of Alphabet’s
`Board of Directors (together with the Nominating and Corporate Governance
`Committee), (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 the minimum number of independent members of
`Alphabet’s Board of Directors as required under the rules of the NASDAQ Stock
`Market. 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 reconrmation 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.
`
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`5. Review and approve the selection of Alphabet’s peer companies for the purposes of
`benchmarking compensation.
`
`6. Review and approve all salaries, bonuses, equity awards, perquisites, post-service
`arrangements, stock ownership requirements and other compensation and benet
`plans for Alphabet’s Chief Executive Ocer and other members of senior
`management. Alphabet’s Chief Executive Ocer shall not be present during voting
`or deliberations regarding his or her compensation.
`
`7. Review and approve the terms of any oer letters, employment agreements,
`termination agreements or arrangements, change-in-control agreements,
`indemnication agreements and other material agreements between Alphabet, on
`the one hand, and its Chief Executive Ocer 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 benet 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. Review and
`approve compensation programs and stock ownership requirements as well as
`salaries, fees, bonuses and equity awards for the non-employee members of
`Alphabet’s Board of Directors.
`
`10. Review plans for the development, retention and succession of senior management.
`
`11. Review executive education and development programs.
`
`12. Monitor total equity usage for compensation and establish appropriate equity
`dilution levels.
`
`13. Report regularly to Alphabet’s Board of Directors on the Committee’s activities.
`
`14. Review and discuss with management the annual Compensation Discussion and
`Analysis (CD&A) disclosure and the related tabular presentations regarding named
`executive ocer compensation and, based on this review and discussions,
`recommend including the CD&A disclosure and related tabular presentations in
`Alphabet’s annual public lings.
`
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`15. Prepare and approve the annual Leadership Development and Compensation
`Committee Report to be included in Alphabet’s annual public lings.
`
`16. Oversee risks and exposures associated with leadership assessment, management
`succession planning, and the operation and structure of 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.
`
`17. 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 each 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.
`
`18. 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.
`
`19. The Committee has the sole authority to select, retain, oversee and terminate
`compensation consultants, legal counsel or other advisors 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 any
`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.
`
`Minutes and Meetings
`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
`that 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.
`
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`10/4/2018
`Last revised January 31, 2018
`
`Board - Investor Relations - Alphabet
`
`Back to top
`
`Nominating and Corporate Governance Committee
`
`John L. Hennessy, Chair
`
`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 and evaluating individuals
`qualied 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 or nominees for election to ll
`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
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`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, 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 ocer determinations with respect
`to Alphabet’s executive ocers.
`
`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
`and nominees to ll 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 notied 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
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`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 eectively 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 whether a director who noties the Board of a change in job
`responsibilities continues to satisfy the Board’s membership criteria and
`recommend action to be taken, if any, with respect to the director.
`
`10. 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.
`
`11. Oversee risks and exposures associated with director and management succession
`planning, corporate governance, and overall board eectiveness. In order to
`facilitate this review, the Committee shall meet in executive session with key
`management personnel and representatives of outside advisors as required.
`
`12. Make regular oral or written reports to the Board.
`
`13. 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.
`
`14. 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 rms, 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.
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`Meetings and Minutes
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`https://abc.xyz/investor/other/board.html
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`10/4/2018
`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 qualied 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 January 31, 2018
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`
`Executive Committee
`
`Larry Page, Chair
`Sergey Brin
`Sundar Pichai
`
`Executive Committee Charter
`
`Purpose
`The Executive Committee of the Board of Directors of Alphabet