Google Nominating and Corporate Governance Committee Charter

Purpose

The purpose of the Nominating and Corporate Governance Committee (the “Committee”) is to:

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 appropriate.

Responsibilities and Authority

The Nominating and Corporate Governance Committee will:

In 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 firms.

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.