As one of the largest corporations in the world, our company’s exposure to environmental sustainability and issues around climate change are considerable and could substantially affect our bottom line.



In a recent report put out by consulting firm Deloitte titled “Addressing Climate Change”1 the firm asked 353 committee members of large corporations, “How prepared are we to deal with climate risk”? Globally 42% of respondents indicated that their company’s “climate response is not as swift and robust as they would like” and almost half “do not believe that they are well-equipped to fulfil their climate regulatory responsibilities.” Deloitte called the responses “sobering.”



With over 78 offices in more than 50 countries, Alphabet has a major international presence. Though ESG or environmental, social and corporate governance issues are at the forefront of our company ethos, at the director level, the board doesn’t seem to have any oversight with environmental sustainability.



Current board committees at Alphabet include the Audit and Compliance Committee, Leadership Development and Compensation Committee, Nominating and Corporate Governance Committee and the Executive Committee. Within the verbiage of all committees’ responsibilities and purpose, there are zero mentions of climate change and zero mentions of the environment. Within the Audit and Compliance Committee there is one mention of sustainability, but we feel that because of the scale of climate change, a separate committee specifically focused on environmental issues is warranted. Alphabet’s commitment to ESG as a corporation is strong but is the board “on board”.



The purpose of an environmental sustainability committee could be to initiate, review, and make policy recommendations regarding topics such as global climate change, resource shortages, biodiversity loss, and political instability due to changing environmental conditions. It could also propose approval of sustainability policies to the full Board of Directors and review management and control systems for non-financial risks. Many of these policies may already be in place at the company level but having additional board oversight will only strengthen these policies.



Nothing herein shall restrict the power of the Board of Directors to manage the business and affairs of the company. The Board Committee on Environmental Sustainability shall not incur any costs to the company except as authorized by the Board of Directors.



Having an independent committee with focused fiduciary duties for oversight of environmental sustainability policies and practices will only strengthen the bottom line and reinforce our company’s position as an industry leader in environmental stewardship. The significant risks associated with climate change warrant more fine-tuned accountability and responsibility at the board level. The issue at hand and this proposal seems to go beyond ordinary business and for that reason we urge shareholders to support it.