Google Nominating and Corporate Governance Committee Charter
The purpose of the Nominating and Corporate Governance
Committee (the “Committee”) is to:
- Assist the Board by identifying
individuals qualified 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
- Develop and recommend to the
Board the governance principles applicable to Google
- 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 Nominating and Corporate Governance Committee will be made up of no fewer
than two (2) independent members. The Committee’s members are appointed by the
Board. 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 and will meet
the requirements of the rules of the Nasdaq Stock
Market, including those related to independence. The Board may designate one of
the Committee members as the Chair of this Committee. The Committee may also
form and delegate authority to subcommittees if the Committee feels this is
Responsibilities and Authority
The Nominating and Corporate Governance Committee will:
- 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.
- Establish a policy for
considering stockholder nominees for election to the Board.
- Recommend ways to enhance
communications and relations with stockholders.
- Evaluate and recommend
candidates for election to the Board of Directors consistent with criteria
approved by the Board. 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 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 of Directors 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 Google’s
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 Bylaws for stockholders to
submit nominations for directors at a special meeting.
- Oversee the Board’s performance
and 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
- 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.
- Make regular written reports to
- Review and re-examine this
Charter on a periodic basis and make recommendations to the Board
regarding any proposed changes.
- Review annually the Committee’s
own performance against responsibilities outlined in this Charter and as
otherwise established by the Board.
performing its responsibilities, the Nominating and Corporate Governance
Committee will have the authority to obtain advice, reports or opinions from
internal or external counsel and expert advisors, including director search
Meetings and Minutes
The Nominating and Corporate Governance Committee will meet at least once per
quarter and will also meet, as required, in response to the needs of the Board
and as necessary to fulfill the Committee’s responsibilities.
The Committee will maintain written minutes of its meetings.