Alphabet Inc.

Ticker: GOOGL

Møtedato: 03.06.2020

Møtetype: Annual

Forslag Ledelsens anbefalning Stemme
Management proposals
1.1 Forslag Elect Director Larry Page Ledelsens anbefalning For Stemme For
1.2 Forslag Elect Director Sergey Brin Ledelsens anbefalning For Stemme For
1.3 Forslag Elect Director Sundar Pichai Ledelsens anbefalning For Stemme For
1.4 Forslag Elect Director John L. Hennessy Ledelsens anbefalning For Stemme For
1.5 Forslag Elect Director Frances H. Arnold Ledelsens anbefalning For Stemme For
1.6 Forslag Elect Director L. John Doerr Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines Avlønning av administrerende direktør Ledelsens anbefalning For Stemme Withhold
1.7 Forslag Elect Director Roger W. Ferguson Jr. Ledelsens anbefalning For Stemme For
1.8 Forslag Elect Director Ann Mather Ledelsens anbefalning For Stemme For
1.9 Forslag Elect Director Alan R. Mulally Ledelsens anbefalning For Stemme For
1.10 Forslag Elect Director K. Ram Shiram Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines Avlønning av administrerende direktør Ledelsens anbefalning For Stemme Withhold
1.11 Forslag Elect Director Robin L. Washington Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines Avlønning av administrerende direktør Ledelsens anbefalning For Stemme Withhold
2 Forslag Ratify Ernst & Young LLP as Auditors Ledelsens anbefalning For Stemme For
3 Forslag Amend Omnibus Stock Plan Vote rationale: The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration. Global Voting Guidelines Avlønning av administrerende direktør Ledelsens anbefalning For Stemme Against
4 Forslag Advisory Vote to Ratify Named Executive Officers' Compensation Vote rationale: The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration. Global Voting Guidelines Avlønning av administrerende direktør Ledelsens anbefalning For Stemme Against
Shareholder proposals
5 Forslag Approve Recapitalization Plan for all Stock to Have One-vote per Share Vote rationale: All shareholders should have the right to vote on fundamental corporate decisions, and voting rights should be proportionate to cash flow rights. Any unequal voting rights should be time-limited and aligned with cash flow rights over time. Global Voting Guidelines Flere aksjeklasser Ledelsens anbefalning Against Stemme For
6 Forslag Report on Arbitration of Employment-Related Claims Ledelsens anbefalning Against Stemme Against
7 Forslag Establish Human Rights Risk Oversight Committee Ledelsens anbefalning Against Stemme Against
8 Forslag Require Shareholder Approval of Bylaw Amendments Adopted by the Board of Directors Ledelsens anbefalning Against Stemme Against
9 Forslag Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation Ledelsens anbefalning Against Stemme Against
10 Forslag Report on Takedown Requests Ledelsens anbefalning Against Stemme Against
11 Forslag Require a Majority Vote for the Election of Directors Vote rationale: The company should have a robust nomination and election process to ensure an effective board that is accountable to shareholders. Shareholders should be able to participate in frequent elections of all board members, preferably on an annual basis. The company should establish reasonable procedures for shareholders to include proposals in the meeting material distributed by the company, including proposing board candidates. Global Voting Guidelines Ledelsens anbefalning Against Stemme For
12 Forslag Report on Gender/Racial Pay Gap Ledelsens anbefalning Against Stemme Against
13 Forslag Require Independent Director Nominee with Human and/or Civil Rights Experience Ledelsens anbefalning Against Stemme Against
14 Forslag Report on Whistleblower Policies and Practices Ledelsens anbefalning Against Stemme Against

Disclaimer

This page contains certain information as to the voting intentions of Norges Bank in its role as manager of the Government Pension Fund Global. This disclosure is provided to promote transparency as to Norges Bank’s engagement with investee companies, and in view of its approach to responsible investing. Norges Bank’s voting intention is an internal decision and has not been agreed with any third party. Please note the following:

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