Resolution askConduct due diligence, audit or risk/impact assessment
Type of voteShareholder proposal
Company HQ countryUnited States
Resolved clauseStockholders request the Audit and Compliance Committee commission an independent Human Rights Impact Assessment report (“the Report”), conducted by a reputable third party at reasonable cost, evaluating the efficacy of Alphabet’s existing policies and practices to address the human rights impacts of its content management policies to address misinformation and disinformation across its platforms. A summary of its findings should be published, omitting confidential, proprietary, or legally privileged information, or admissions relevant to pending litigation.
Whereas clauseAlphabet Inc. (“Alphabet” or “the Company”) recognizes that misinformation and disinformation can harm society and negatively impact human rights.
Google, Alphabet’s largest subsidiary, “holds a market share of around 90 percent in a wide range of digital markets,” a position that generated over $145 billion in 2020 advertising revenue worldwide.1 With such market dominance, Alphabet’s policies and practices—especially those related to misinformation and disinformation—significantly shape our information environment and have profound impacts on society.
To retain the trust of users, advertisers, employees, stockholders, regulators and the public, Alphabet’s policies must be sufficiently robust, enforced, and independently verified. Moreover, its Audit and Compliance Committee (“the Committee”) has the obligation to review “civil and human rights, sustainability, and reputational risks.”2
Commissioning an independent Human Rights Impact Assessment report assessing whether existing policies and practices sufficiently address potential human rights abuses and societal impacts posed by misinformation and disinformation would provide the Committee an independent evaluation of the Company’s existing policies and implemented practices and help determine if they are sufficient to protect human rights and stockholder value.
Further, such a report is consistent with Google’s commitment to upholding United Nations Guiding Principles on Business and Human Rights (“UNGPs”).3 The Company has disclosed certain efforts to address information quality, combat misinformation and disinformation,4 provides some transparency via Global Network Initiative assessments, and has conducted a narrow Human Rights Impact Assessment for Google’s Celebrity Recognition tool. However, these all fall short of the expectations set forth in the UNGPs, which state: “In order to identify, prevent, mitigate and account for how they address their adverse human rights impacts, business enterprises should carry out human rights due diligence,” a process of “assessing actual and potential human rights impacts, integrating and acting upon the findings, tracking responses, and communicating how impacts are addressed.”5 Meaningful disclosure regarding Google’s Human Rights Program would benefit stockholders.
Supporting statementThe Report should reflect international standards and guidelines such as the UNGPs, and evaluate:
• Existing governance and oversight mechanisms to evaluate how Alphabet’s senior leadership and directors incorporate human rights due diligence—especially related to misinformation and disinformation—in their decision-making.
• Whether existing policies are effectively limiting the proliferation of misinformation and disinformation on its platform;
• Potential recommendations, if necessary, to strengthen measures to mitigate human rights harms associated with the dissemination of misinformation and disinformation.