Google board to oppose shareholder initiatives on Net censorship ban, human rights review

March 26, 2008 (Computerworld) Google Inc.'s board of directors is opposing a shareholder initiative to ban Internet censorship as well as the creation of a separate board committee to review the company's policies on human rights, according to Google's proxy statement filed with the U.S. Securities and Exchange Commission and released publicly yesterday.

At its annual meeting May 8, the board will recommend a vote against a shareholder proposal that would require the company to take steps to ensure freedom of access to the Internet. It also advises a vote against a proposal calling for the board to form a separate committee to review its policies on human rights.

The shareholder proposals were submitted separately by the Office of the Comptroller of New York City and St. Scholastica Monastery.

In a statement, New York City Comptroller William Thompson said his office was calling on Yahoo Inc. and Google to establish policies to protect against the infringement of basic freedoms by countries in which they do business.

"Both Yahoo and Google are companies based on the fundamentals of user trust," he said in the statement. "By allowing these countries to censor the information the users receive, that trust is broken."

We disagree with the board's recommendation and urge our fellow shareholders to support this important measure," Thompson said in an e-mail. "Policies need to be established to protect the rights of Internet users from censorship and guard against the sharing of personal information. Hopefully, our fellow shareholders will understand the gravity of this resolution as it relates to the protection of human rights."

A spokesman for the comptroller said the same measure was filed last year and voted down by Google shareholders. The funds controlled by the comptroller's office hold 3,588,131 shares in Yahoo and 679,497 shares in Google.

Google did not respond to requests for comment.

The second proposal would require Google to create a committee to review the company's human rights policies. That proposal was made by Harrington Investments Inc., a Napa, Calif.-based firm that focuses on socially responsible investing.

"We're not surprised [by the board's position], but I wouldn't say we're dismayed either," said Harrington spokesman Jack Ucciferri. "It's a corporate governance mechanism that I think that today's board of directors and corporate governance experts would be reluctant to implement because it ties fiduciary responsibility of the board directly to how the company deals with human rights."