Google Inc.

2010

Ch1

Google Inc.

Google Inc. (Google) , a US-based provider of web search and advertising services. It is engaged
in handling a huge index consisting of web sites and related other online content. Its principal
revenue generating source is online advertising, with the company deriving more than 95% of its
total revenue from it. The company's advertising business can be broadly categorized into three
groups, namely, AdWords, AdSense, and display advertising. Google's portfolio of products and
services can be classified into Google.com, Applications, Client, Google GEO—Maps, Earth and
Local, Google Mobile and Android, and Google Checkout.

Quick Profile

Mission

Google's mission is to organize the world's information and make it universally accessible and
useful.

Quick Facts

Founded: 1998
Founders: Larry Page and Sergey Brin
Incorporation: September 4, 1998
Initial public offering (NASDAQ): August 19, 2004
Headquarters: 1600 Amphitheatre Parkway, Mountain View, CA 94043
Offices: Locations of our offices around the world.
Management: Our executives and board of directors.
Investor Relations: Financial and corporate governance information.

Beginning

Google Inc. was formerly known as Google Technology Inc. Google Inc. was founded in 1998
and is headquartered in Mountain View, California.

The name

Founders Larry Page and Sergey Brin named the search engine they built "Google," a play on the
word "googol," the mathematical term for a 1 followed by 100 zeros. The name reflects the
immense volume of information that exists, and the scope of Google's mission: to organize the
world's information and make it universally accessible and useful.
 Google Inc. 2010

BUSINESS SUMMARY  
Google Inc., a technology company, maintains index of Web sites and other online content for
users, advertisers, Google network members, and other content providers. It helps users to obtain
instant access to relevant information from its online index. Its products and services include
Google.com for search and personalization, which provides Google Web Search, Google Images,
Google Books, Google Scholar, Google Finance, Google News, Google Videos, Google Blog
Search, iGoogle and Personalized Search, Google Product Search, Google Merchant Center,
Google Custom Search, Google Trends, Google Music Search, and Google Webmaster Tools.
The company’s products also comprise Google Docs, Google Calendar, Gmail, Google Groups,
Google Reader, orkut, Blogger, Google Sites, and YouTube. In addition, it offers Google
Toolbar, Google Chrome, Google Chrome OS, Google Pack, Picasa, and Google Desktop; and
Google GEO product line comprising Google Local Search, Google Maps, Panoramio, Google
Earth, Google SketchUp, Google 3D Warehouse, and Google Building Maker. Further, the
company provides Android, a mobile software platform; Google Mobile, which are mobile-
specific features; Google Checkout, an online shopping service; and Google Labs, a test bed for
engineers and users. Additionally, it offers Google AdWords, an auction-based advertising
program; Google AdSense program for content owners; and Display advertising for advertising
services. The company also offers Google Enterprise product line comprising Google Apps that
provides hosted communication and collaboration tools; Google Search Appliance; Google Site
Search; Google Commerce Search; Google Maps API Premier for interactive Google maps; and
Google Earth Enterprise to visualize data in a geographic context.
Google Inc.
1600 Amphitheatre Parkway
Mountain View, CA 94043
United States
Phone: 650-253-0000
Fax: 650-253-0001
Website: http://www.google.com

DETAILS  
S&P 100
S&P 500
Index Membership: S&P 1500 Super Comp
Nasdaq 100
AMEX Internet
Sector: Technology
Industry: Internet Information Providers
Full Time Employees: 21,805

Competitors
 Google Inc. 2010

DIRECT COMPETITOR COMPARISON  

 
GOOG AOL PVT1 YHOO Industry
Market Cap: 143.86B 2.32B N/A 18.07B 65.07M
Employees: 21,805 6,700 N/A 13,900 160.00
Qtrly Rev Growth (yoy): 23.50% -26.20% N/A 1.80% 30.20%
Revenue (ttm): 26.21B 2.85B N/A 6.51B 60.69M
Gross Margin (ttm): 63.55% 42.85% N/A 56.23% 63.55%
EBITDA (ttm): 10.83B 863.00M N/A 1.33B 7.09M
Operating Margin (ttm): 35.89% 17.89% N/A 9.92% 5.19%
Net Income (ttm): 7.41B -953.80M N/A 862.23M N/A
EPS (ttm): 23.03 -8.90 N/A 0.61 N/A
P/E (ttm): 19.60 N/A N/A 21.97 21.15
PEG (5 yr expected): 1.06 N/A N/A 1.57 1.30
P/S (ttm): 5.64 0.84 N/A 2.83 2.14
 
AOL = AOL, Inc.
Pvt1 = MSN (privately held)
YHOO = Yahoo! Inc.
Industry = Internet Information Providers

INTERNET CONTENT PROVIDERS RANKED BY SALES  

Company Symbol Price Change Market Cap P/E
Yahoo! Inc. YHOO 13.40 -1.84% 18.07B 21.97
MSN Private - View Profile
AOL, Inc. AOL 21.78 -2.90% 2.32B N/A
Disney Online Private - View Profile
Move, Inc. MOVE 1.84 -3.66% 287.98M N/A
Match.com, LLC Private - View Profile
Sina Corp. SINA 41.36 -2.06% 2.53B 5.93
Daum Communications Corp. Private - View Profile

Recent Financials
 Google Inc. 2010

Income Statement
PERIOD ENDING Dec 31, 2009 Dec 31, 2008 Dec 31, 2007

Total Revenue 23,650,563   21,795,550   16,593,986  

Cost of Revenue 8,844,115   8,621,506   6,649,085  

Gross Profit 14,806,448   13,174,044   9,944,901  

Operating Expenses

Research Development 2,843,027   2,793,192   2,119,985  

Selling General and Administrative 3,651,235   3,748,883   2,740,516  

Non Recurring -  -  - 

Others -  -  - 
Total Operating Expenses -  -  - 

Operating Income or Loss 8,312,186   6,631,969   5,084,400  

Income from Continuing Operations

Total Other Income/Expenses Net -  (778,373) 590,783  
Earnings Before Interest And Taxes 8,381,189   5,853,596   5,675,183  
Interest Expense -  -  1,203  
Income Before Tax 8,381,189   5,853,596   5,673,980  
Income Tax Expense 1,860,741   1,626,738   1,470,260  
Minority Interest -  -  - 
Net Income From Continuing Ops 6,520,448   4,226,858   4,203,720  

Non-recurring Events
Discontinued Operations
Extraordinary Items
Effect Of Accounting Changes
Other Items
-  -  - 
-  -  - 
-  -  - 
-  -  - 

Net Income 6,520,448   4,226,858   4,203,720  

 Google Inc. 2010

Preferred Stock And Other Adjustments -  -  - 

Net Income Applicable To Common Shares $6,520,448   $4,226,858   $4,203,720

Balance Sheet

PERIOD ENDING Dec 31, 2009 Dec 31, 2008 Dec 31, 2007

Assets
Current Assets
Cash And Cash Equivalents 10,197,588   8,656,672   6,081,593  
Short Term Investments 14,287,187   7,189,099   8,137,020  
Net Receivables 3,846,121   2,928,297   2,376,312  
Inventory -  -  - 
Other Current Assets 836,062   1,404,114   694,213  
Total Current Assets 29,166,958   20,178,182   17,289,138  
Long Term Investments 128,977   85,160   1,059,694  
Property Plant and Equipment 4,844,610   5,233,843   4,039,261  
Goodwill 4,902,565   4,839,854   2,299,368  
Intangible Assets 774,938   996,690   446,596  
Accumulated Amortization -  -  - 
Other Assets 416,119   433,846   168,530  
Deferred Long Term Asset Charges 262,611   -  33,219  
Total Assets 40,496,778   31,767,575   25,335,806  

Liabilities
Current Liabilities
Accounts Payable 2,462,387   2,084,006   1,857,529  
Short/Current Long Term Debt -  -  - 
Other Current Liabilities 285,080   218,084   178,073  
Total Current Liabilities 2,747,467   2,302,090   2,035,602  
Long Term Debt -  890,115   - 
Other Liabilities 1,703,469   294,175   580,276  
Deferred Long Term Liability Charges 41,618   42,333   30,249  
Minority Interest -  -  - 
Negative Goodwill -  -  - 
Total Liabilities 4,492,554   3,528,713   2,646,127  
 Google Inc. 2010

Stockholders' Equity
Misc Stocks Options Warrants -  -  - 
Redeemable Preferred Stock -  -  - 
Preferred Stock -  -  - 
Common Stock 318   315   313  
Retained Earnings 20,082,078   13,561,630   9,334,772  
Treasury Stock -  -  - 
Capital Surplus 15,816,738   14,450,338   13,241,221  
Other Stockholder Equity 105,090   226,579   113,373  
Total Stockholder Equity 36,004,224   28,238,862   22,689,679  
Net Tangible Assets $30,326,721   $22,402,318   $19,943,715  

Cash Flows

PERIOD ENDING Dec 31, 2009 Dec 31, 2008 Dec 31, 2007
Net Income 6,520,448   4,226,858   4,203,720  

Operating Activities, Cash Flows Provided By or Used In

Depreciation
Adjustments To Net Income
Changes In Accounts Receivables
Changes In Liabilities
Changes In Inventories
Changes In Other Operating Activities
Total Cash Flow From Operating Activities
1,524,308   1,499,887   967,658  
785,455   1,798,880   285,487  
(504,039) (334,464) (837,247)
510,515   182,801   709,679  
-  -  - 
479,511   478,895   446,113  
9,316,198   7,852,857   5,775,410  

Investing Activities, Cash Flows Provided By or Used In

Capital Expenditures (809,888) (2,358,461) (2,402,840)
Investments (7,101,293) 359,338   (372,098)
Other Cash flows from Investing Activities (108,024) (3,320,299) (906,651)
Total Cash Flows From Investing Activities (8,019,205) (5,319,422) (3,681,589)

Financing Activities, Cash Flows Provided By or Used In

Dividends Paid -  -  - 
 Google Inc. 2010

SaleRatio
PE Purchase
- LTM of Stock 19.6 -  (71,521) 23,861  
Net Borrowings
Market Capitalisation 143,858.0 - 
mil -  - 
Latest SharesFlows
Other Cash Outstanding 318.7
from Financing Activities mil
143,141   159,088   379,206  
Earnings
Total CashpS Flows
(EPS) From Financing Activities
20.41 $ 233,412   87,567   403,067  
Dividend
Effect Of pS (DPS) Rate Changes
Exchange 0.00 ¢ 10,511   (45,923) 40,034  
Dividend Yield 0.0 %
Change In Cash and Cash Equivalents $1,540,916   $2,575,079   $2,536,922  
Dividend Payout Ratio 0 %
Revenue per Employee 1,192,365 $
Effective Tax Rate 22.2 % Profitability of Company
Float 242.9 mil
Float as % of Shares Outstanding 99.5 % Google Q1 revenues up 23% to $6.77bn
Foreign Sales 12,457 mil
Domestic Sales 11,194 mil
Selling, General & Adm/tive (SG&A)
15.40 %
as % of Revenue
Research & Devlopment (R&D) as %
12.20 %
of Revenue
Gross Profit Margin 69.0 %
EBITDA Margin 41.3 %
Pre-Tax Profit Margin 36.5 %
Assets Turnover 0.6 %
Return on Assets (ROA) 15.4 %
Return on Equity (ROE) 18.2 %
Share price performance previous 3 years
Return on Capital Invested (ROCI) 18.2 %
Current Ratio 6.1
Leverage Ratio (Assets/Equity) 1.2
Interest Cover 0.0
Total Debt/Equity (Gearing Ratio) 0.00
LT Debt/Total Capital 0.0 %
Working Capital pS 92.29 $
Cash pS 33.61 $
Book-Value pS 127.43 $
Tangible Book-Value pS 106.43 $
Cash Flow pS 27.69 $
Free Cash Flow pS 26.61 $

KEY FIGURES (LTM): Price info CSR activities of Google

Price/Book Ratio 3.54
Price/Tangible Book Ratio 4.24
Price/Cash Flow 16.3
Price/Free Cash Flow 17.0
P/E as % of Industry Group 75.0 %
P/E as % of Sector Segment 75.0 %
 Google Inc. 2010

Since its founding, Google has been firmly committed to active philanthropy and to addressing
the global challenges of climate change, education and poverty alleviation. Since 2007, Google
also jump-started a series of social initiatives in China. We hope that by leveraging our own
strengths and resources in-country, we will raise awareness of the importance of corporate
philanthropy, and encourage society to participate in and contribute to the development of social
responsibility.

Our works

Caring for China – Google China Social Innovation Cup for College Students

"Caring for China – Google China Social Innovation Cup for College Students" is a nationwide
competition that aims to empower China’s youth to become agents of social change. By
soliciting project ideas from college students and funding viable proposals, we hope to instill in
China’s future leaders the values of social responsibility, the importance of community welfare,
and the spirit of self-empowerment.

Social issues addressed have included education, poverty alleviation, disability aid, healthcare,
women and children, arts and culture, and community development. Through project evaluation,
mentorship and funding, we hope play a role in driving true social innovation in China.

The first Social Innovation Cup in 2008 achieved resounding success, with over 6000
applications from 755 colleges and universities, among which 1245 proposals from 375 schools
entered into the semi-finals. At the same time, over a thousand volunteers from more than 500
schools were mobilized to support the effort. Of the 124 projects that entered the final, 32 were
ultimately selected for awards ranging from 10,000-80,000 RMB (USD 1,460-11,700).

The second Social Innovation Cup in 2009 continued to gain awareness among college students
with 6,252 applications from 766 colleges and universities, among which 1,181 proposals from
377 schools entered into the semi-finals. 29 proposals were selected as the winning projects who
received Google's funds to run their projects during the summer of 2009.

In 2010, the competition has entered its third year with much bigger coverage and impact.
Among the 18,200 proposals from 1,060 schools, 1,511 proposals from 506 schools has made to
the semi-final round. Now 227 proposals are competing with each other to win the final awards
of 2010. To get the most updated information, please visit our Careing For China website.

Supporting Earthquake Relief Efforts

A 8.0 magnitude earthquake struck Sichuan province in Western China, claiming the lives of
tens of thousands. Amidst the chaos and despair, Google’s various departments mobilized
immediately to support rescue and relief efforts.

To support the vast and urgent need for material resources, Google and its employees raised over
18 million RMB (USD 2.6mm) and donated over 7 million RMB (USD 1.02mm) ’s worth of free
online advertising to earthquake relief organizations. At the same time, Google also developed a
 Google Inc. 2010

communication platform that included an information platform for resource support, a search
platform for families looking for lost relatives, and a global platform for charitable donations.
Google Maps also provided China’s State Bureau of Surveying and Mapping with satellite
images of quake-affected regions to better aid and direct rescue efforts.

In early September 2008, Google funded construction of 15 Google Quake Relief Hope Schools
in the city of Mianyang in Sichuan province, helping 18,184 elementary and high school students
to return to the classroom. Below is a list of our Quake Relief Hope Schools:

• Santai county Mianyang city Xinlu town Google Quake Relief Hope High School

• Santai county Mianyang city Google Quake Relief Hope High School

• Santai county Mianyang city LuXi town Google Quake Relief Hope Elementary School

• Santai county Mianyang city Choulin town Google Quake Relief Hope High School

• Santai county Mianyang city An town Google Quake Relief Hope School

• Santai county Mianyang city Google Quake Relief Hope High School

• Santai county Mianyang city Lingxing town Google Quake Relief Hope Elementary
School

• Santai county Mianyang city Luban town Google Quake Relief Hope School

• Santai county Mianyang city Xingfu village Google Quake Relief Hope Elementary
School

• Santai county Mianyang city Badong town Google Quake Relief Hope Elementary
School

• Santai county Mianyang city Tongcun town Yulin village Google Quake Relief Hope
School

• Santai county Mianyang city Liuying town Google Quake Relief Hope School

• Santai county Mianyang city Xinping town Jianlin village Google Quake Relief Hope
School

• Santai county Mianyang city Dongta town Google Quake Relief Hope High School

• Santai county Mianyang city Tongcun town Shi village Google Quake Relief Hope High
School

• Santai county Mianyang city Qijiang town Google Quake Relief Hope School
 Google Inc. 2010

Google has also partnered with MercyCorps, Save the Children, Doctors without Borders and
other organizations to commit rescue and relief support to quake victims for the next 2-3 years,
focusing especially on rebuilding, rehabilitating, and retraining.

Google Grants

Google Grants is an in-kind donation program awarding free AdWords advertising to select
charitable organizations. Since its inception, we have supported hundreds of organizations in
advocating and promoting their causes, from animal rights and literacy to abandoned children
and HIV education.

Room to Read, which educates children in Vietnam, Nepal, India and Cambodia, attracted a
sponsor who clicked on its AdWords ad. He has donated funds to support the education of 25
girls for the next 10 years.

The US Fund for UNICEF’s e-commerce site, Shop UNICEF, has experienced a 43 percent
increase in sales over the previous year.

CoachArt, supporting children with life-threatening illnesses through art and athletics programs,
has seen a 60 to 70 percent increase in volunteers.

In the aftermath of the Sichuan earthquake in China, Google Grants also supported the China
Red Cross, China Charity Federation, China Youth Development Foundation, China Children
and Teenager’s Fund and other organizations with free in-kind advertising of over 6 million
RMB. Now, Jet Li’s One Foundation and his umbrella organizations have also started using
Google Grants to promote the cause of corporate philanthropy.

Other Charitable Endeavors

• PHE Summer Camp’s college students tour Google headquarters (07/2007)

• 2007 New Great Wall Self-Empowerment Summer Camp’s leaders and trainees tour
Google headquarters (08/2007)

• Partnership with JA China (02/2008)

• State-level Poverty Counties – Shaanxi Province, Chunhua County Survey Investigation

(06/2008)

• Support for Tsinghua University Charity Foundation’s activities (07/2008)

• Support for Guizhou Province education effort (07/2008)

• Google Cultural Club hosts arts and culture charitable activities (2008)

• Innovate, develop and implement the "One Egg" project (2009)

• Googlers voluntary blood donations (03/2009)

 Google Inc. 2010

• Tianjin Polytechnic University Deaf Students tour Google China headquarters (03/2009)

• Fund & support 2009 Mianyang City’s Junior High School track meet (03/2009)

• Google China employees participate in 2009 GoogleServe community services(06/2009)

• Sponsor bags for Kangba Philanthropy Primary School at Ganzi, Sichuan (08/2009)

• 2009 Google "Campus Volunteer Stars" Scholarship

Google.org Projects

Google.org projects are created for the purpose of addressing a social challenge and serving the
public good. Our goal is to find engineering solutions to global challenges such as climate
change, clean energy and global health. We focus on activities that take full advantage of
Google’s talented engineering teams, global infrastructure and user-driven approach, while
drawing on Google’s ability to innovate and scale.

Engineering Awards and Charitable Giving

Google has a variety of mechanisms to support to worthy causes.

 University Relations supports academic research through giving. Google Research

Awards are for for world-class, full-time faculty pursuing research in areas of mutual
interest. Google RISE Awards (Roots in Science and Engineering) promote and support
science, technology, engineering, mathematics (STEM) and computer science (CS)
education initiatives. The Google PhD Fellowship Program gives recognition to
outstanding graduate students doing exceptional work in computer science, related
disciplines, or promising research areas. Finally, Google Code University provides
tutorials and sample course content so computer science students and educators can learn
more about current computing technologies and paradigms.
 Google Scholarships helps students -- primarily women and minorities -- with computer
science and technology studies, to encourage them to excel in their studies and become
active role models and leaders. BOLD Scholarships are diversity internships that
encourage those who are historically under-represented in the technology industry to
explore a new career opportunity.
 Summer of Code gives stipends to student developers to write code for various open
source software projects.
 Holiday gift: A $22 million donation in 2009 to a couple dozen deserving charities from
around the globe in order to help organizations who have been stretched thin by
increasing requests for help at a time of lower donations. Gift was in lieu of giving
holiday gifts to clients and partners
 Google employee matching: Up to $6,000 company match for each employee's annual
charitable contributions and $50 donation for every 5 hours an employee volunteers
through the "Dollars for Doers" program.
 Google Inc. 2010

 The Corporate Giving Council (CGC) is a committee that oversees the company's global
giving budget and reviews grant proposals submitted by Googlers.
 Community Affairs makes local donations where we have offices and data centers. Also,
there are specific regional programs created by local leaders -- the Google China Social
Innovation Cup is an example of a regional socially responsible innovation from leaders
in the Google China team.

In-Kind Product Donations

Googlers around the company are helping charitable organizations and non-profits use our
products in a host of different ways:

 How can great charitable organizations use Google's tools more effectively for creating
awareness, fundraising, and operating more efficiently? Learn more at Google for Non-
Profits, or check out specific non-profit product offerings below.
o Google Grants is our in-kind donation program that gives free AdWords
advertising to charitable organizations. Check out their blog here.
o YouTube for Non-Profits gives a designated channel, premium branding, and
additional free features to drive non-profit fundraising and awareness. YouTube
Video Volunteers is a platform to connect non-profit organizations with
volunteers who can help them to create videos.
o Google Apps for Non-Profits allows for free communication, collaboration and
publishing tools, including email accounts, for qualifying non-profits with up to
3,000 licenses.
o Google Earth Outreach, our Google Earth and Maps resource for non-profits,
helps non-profits visualize their cause and tell their story in Google Earth and
Maps.
o Google MapMaker is a tool that allows users to contribute, share and edit map
information for 174 countries and territories around the world.
o Checkout for Non-Profits increases online donations for non-profit organizations
with no service fees.
o Custom Search for Non-Profits provides a customized search experience for non-
profit organizations without advertisements.

 Know a teacher or professor who is interested in Google products? Find out more at
Google Apps for EDU, Sketchup for EDU and YouTube for EDU (an educational
channel for two and four-year degree granting public and private colleges and
universities).

Google Volunteerism

Googlers volunteer their time and talent a variety of ways.

 Google sponsors an annual service event called GoogleServe.

 Google Inc. 2010

 Many offices around the globe have Google Cares programs, where Googlers volunteer
in their local community.

Google Green Initiatives

We’re taking every step we can to implement innovative and responsible environmental practices
across our company to reduce our carbon footprint, ensure efficient computing and help our
employees be green.
http://www.google.org/googlers.html

Corporate Governance Code and Ethical Standards at Google

A. Introduction

These Corporate Governance guidelines established by the Board of Directors of Google Inc.
provide a structure within which our directors and management can effectively pursue Google's
objectives for the benefit of its stockholders. The Board intends that these guidelines serve as a
flexible framework within which the Board may conduct its business, not as a set of binding
legal obligations. These guidelines should be interpreted in the context of all applicable laws,
Google's charter documents and other governing legal documents.

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B. Board Structure and Composition

1. Size of the Board. The authorized number of directors will be determined from time to
time by resolution of the Board, provided the Board consists of at least five members.
2. Board Membership Criteria. The Nominating and Corporate Governance Committee will
evaluate and recommend candidates for membership on the Board consistent with criteria
established by the Board, including director nominees to be proposed by the Board to
Google's stockholders for election or any director nominees to be elected or appointed by
the Board to fill interim director vacancies on the Board.
3. Director Independence. The Board believes that a majority of directors on the Board
should be independent as defined by the Sarbanes-Oxley Act of 2002, the rules and
regulations of the Securities and Exchange Commission, and the NASDAQ Stock Market.
The Board also believes that it is often in the best interest of Google and its stockholders to
have non-independent directors, including current and (in some cases) former members of
management, serve as directors.
4. Director Tenure. Directors are reelected each year and the Board does not believe it
should establish term limits because directors who have developed increasing insight into
Google and its operations over time provide an increasing contribution to the Board as a
whole. To ensure the Board continues to generate new ideas and to operate effectively, the
Nominating and Corporate Governance Committee shall monitor performance and take
steps as necessary regarding continuing director tenure.
 Google Inc. 2010

5. Directors Who Change Their Present Job Responsibility. The Board believes that
directors who experience a material reduction in their job responsibilities in the position
they held when they came on the Board should deliver a notice of such change in status to
the Board.
C. Principal Duties of the Board of Directors

1. To Oversee Management and Evaluate Strategy. The fundamental responsibility of the

directors is to exercise their business judgment to act in what they reasonably believe to be
the best interests of Google and its stockholders. It is the duty of the Board to oversee the
chief executive officer and the Presidents who together run the Company on a daily basis.
The Board also monitors management's performance to ensure that Google operates in an
effective, efficient and ethical manner in order to produce value for Google's stockholders.
The Board also evaluates Google's overall strategy and monitors Google's performance
against its operating plan and against the performance of its peers.

Directors are expected to invest the time and effort necessary to understand Google's
business and financial strategies and challenges. The basic duties of the directors include
attending Board meetings and actively participating in Board discussions. Directors are also
expected to make themselves available outside of board meetings for advice and
consultation.
2. To Select the Chair and Chief Executive Officer. The Board will select the chairman of
the Board and the chief executive officer in compliance with Google's Certificate of
Incorporation, which provides that the chairman of the board will not be a current employee
of Google, or someone employed by Google any time within the prior three years, unless
the appointment is approved by two-thirds of the directors. However, if there is no chief
executive officer or president of Google as a result of the death, resignation or removal of
such officer, then the chairman of the Board of Directors may also serve in an interim
capacity as the chief executive officer of Google until the Board appoints a new chief
executive officer.
3. To Evaluate Management Performance and Compensation. At least annually, the
Leadership Development and Compensation Committee will evaluate the performance of
the chief executive officer and the other officers. On an annual basis it will determine the
compensation of the chief executive officer and the other officers. It will also evaluate the
compensation plans, policies and programs for officers and employees to ensure they are
appropriate, competitive and properly reflect Google's objectives and performance.
4. To Review Management Succession Planning. The Leadership Development and
Compensation Committee will review and recommend to the Board plans for the
development, retention and replacement of executive officers of Google.
5. To Monitor and Manage Potential Conflicts of Interest. All members of the Board must
inform the Audit Committee of the Board of all types of transactions between them (directly
or indirectly) and Google as soon as reasonably practicable even if these transactions are in
the ordinary course of business. The Audit Committee of the Board will review and approve
all related party transactions for which audit committee approval is required by applicable
 Google Inc. 2010

law or the rules of the NASDAQ Stock Market. The Board will also ensure that there is no
abuse of corporate assets or unlawful related party transactions.
6. To Ensure the Integrity of Financial Information. The Audit Committee of the Board
evaluates the integrity of Google's accounting and financial reporting systems, including the
audit of Google's annual financial statements by the independent auditors, and that
appropriate systems of control are in place. The Audit Committee reports to the Board on a
regular basis and the Board, upon the recommendation of the Audit Committee, takes the
actions that are necessary to ensure the integrity of Google's accounting and financial
reporting systems and that appropriate controls are in place.
7. To Monitor the Effectiveness of Board Governance Practices. The Nominating and
Corporate Governance Committee of the Board will periodically review and evaluate the
effectiveness of the governance practices under which the Board operates and make changes
to these practices as needed.

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D. Board Procedures

Directors are expected to prepare for, attend, and contribute meaningfully in all Board and
applicable committee meetings in order to discharge their obligations.

1. Frequency of Board Meetings. Regular meetings of the Board shall be held at such times
and places as determined by the Board. There will be at least four regularly scheduled
meetings of the Board each year but the Board will meet more often if necessary.
2. Attendance at Board Meetings. To facilitate participation at the Board meetings, directors
may attend in person, via telephone conference or via video-conference. Materials are
distributed in advance of meetings.
3. Other Commitments. Each member of the Board is expected to ensure that other existing
and future commitments, including employment responsibilities and service on the boards
of other entities, do not materially interfere with the member's service as director. The
members of the Board cannot have more than five (5) public company board memberships,
including membership on the Google Board.
4. Board Membership Limits of the Chief Executive Officer. The chief executive officer
cannot have more than three (3) public company board memberships, including membership
on the Google Board.
5. Executive Sessions of Non-Management Directors. NASDAQ rules require independent
Board members to regularly meet in executive session without non-independent directors.
The Board's policy is to hold executive sessions without the presence of management,
including the chief executive officer and other non-independent directors in connection with
each regularly scheduled Board meeting, and at other times as necessary. Committees of the
Board may also meet in executive session as deemed appropriate.
6. Board Access to Management. Members of the Board will have access to Google's
management and employees as needed to fulfill their duties. Furthermore, the Board
 Google Inc. 2010

encourages management to, from time to time, bring managers into meetings of the Board
who: (a) can provide additional insight into the items being discussed because of personal
involvement in these areas, and/or (b) are managers with future potential that senior
management believes should be given exposure to the Board.
7. Code of Ethics. Google has adopted a Code of Conduct to provide guidelines for the
ethical conduct by directors, officers and employees. The Code of Conduct is posted on
Google's website.
8. Engaging Experts. The Board and each committee of the Board will have the authority to
obtain advice, reports or opinions from internal and external counsel and expert advisers
and will have the power to hire independent legal, financial and other advisers as they may
deem necessary or appropriate, without consulting with, or obtaining approval from,
management of Google in advance.
9. Minimum Share Ownership Requirement. In an effort to more closely align the interests
of our directors and executive officers with those of our stockholders, each director and
executive officer will be required to meet the following minimum share ownership
requirements: (i) each director shall own at least 500 shares of Google stock; (ii) our
Founders and our Chief Executive Officer shall own at least 7,500 shares of Google stock;
and (iii) our Senior Vice Presidents shall own at least 2,000 shares of Google stock. Our
directors shall have two years from the date they became a director of Google to come into
compliance with these ownership requirements. Our executive officers shall have five years
from the date they became executive officers of Google to come into compliance with these
ownership requirements.

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E. Board Committees

1. Number and Composition of Committees. The Board currently has the following standing
committees: an Audit Committee, a Leadership Development and Compensation
Committee, a Nominating and Corporate Governance Committee and an Executive
Committee. From time to time the Board may form a new committee or disband a current
committee depending on the circumstances. Each committee complies with the
independence and other requirements established by applicable law and regulations,
including SEC and NASDAQ rules.
2. Committee Appointments. Members of all standing committees are appointed by the
Board. The Board determines the exact number of members and can at any time remove or
replace a Committee member.
3. Committee Proceedings. The Chair of each committee of the Board will, in consultation
with appropriate committee members and members of management, and in accordance with
the committee's charter, determine the frequency and length of committee meetings and
develop the committee's agenda.

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 Google Inc. 2010

F. Director Continuing Education

The Board believes that ongoing education is important for maintaining a current and effective
Board. Accordingly, the Board encourages directors to participate in ongoing education, as well
as participation in accredited director education programs. The Board will reimburse directors
for expenses incurred in connection with these education programs.

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G. Board Performance

The Board develops and maintains a process whereby the Board, its committees and its members
are subject to evaluation and self-assessment. The Nominating and Corporate Governance
Committee oversees this process.

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H. Board Compensation

The Leadership Development and Compensation Committee of the Board has the responsibility
to review and recommend to the Board compensation programs for non-employee directors.

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I. Auditor Rotation

The Audit Committee of the Board will ensure that the lead audit partner and the audit review
partner be rotated every 5 years as is required by the rules of the SEC.

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J. Communications with Stockholders

1. Stockholder Communications to the Board. Stockholders may contact the Board about
bona fide issues or questions about Google by sending an email to:

Google Inc.

Attn: Corporate Secretary

1600 Amphitheatre Parkway

Mountain View, CA 94043

Email: directors@google.com
 Google Inc. 2010

2. Annual Meeting of Stockholders. Each director is encouraged to attend the Annual

Meeting of Stockholders.

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K. Periodic Review of the Corporate Governance Guidelines

These guidelines shall be reviewed periodically by the Nominating and Corporate Governance
Committee and the Board will make changes when appropriate based on recommendations from
the Committee.

Googlers generally apply those words to how we serve our users. But "Don't be evil" is much
more than that. Yes, it's about providing our users unbiased access to information, focusing on
their needs and giving them the best products and services that we can. But it's also about doing
the right thing more generally -- following the law, acting honorably and treating each other with
respect.

The Google Code of Conduct is one of the ways we put "Don't be evil" into practice. It's built
around the recognition that everything we do in connection with our work at Google will be, and
should be, measured against the highest possible standards of ethical business conduct. We set
the bar that high for practical as well as aspirational reasons: Our commitment to the highest
standards helps us hire great people, who then build great products, which in turn attract loyal
users. Trust and mutual respect among employees and users are the foundation of our success,
and they are something we need to earn every day.

So please do read the Code, and follow it, always bearing in mind that each of us has a personal
responsibility to incorporate, and to encourage other Googlers to incorporate, the principles of
the Code into our work. And if you have a question or ever think that one of your fellow
Googlers or the company as a whole may be falling short of our commitment, don't be silent. We
want -- and need -- to hear from you.

Who Must Follow Our Code?

We expect all of our employees and Board members to know and follow the Code. Failure to do
so can result in disciplinary action, including termination of employment. Moreover, while the
Code is specifically written for Google employees and Board members, we expect Google
contractors, consultants and others who may be temporarily assigned to perform work or services
for Google to follow the Code in connection with their work for us. Failure of a Google
contractor or consultant or other covered service provider to follow the Code can result in
termination of their relationship with Google.

What If I Have a Code-Related Question or Concern?

If you have a question or concern, don't just sit there. You can contact your manager, your
Human Resources representative or Ethics & Compliance. If you want to remain anonymous,
 Google Inc. 2010

you can make a report of a suspected violation or concern through the Ethics & Compliance
Helpline.

No Retaliation

Google prohibits retaliation against any worker here at Google who reports or participates in an
investigation of a possible violation of our Code. If you believe you are being retaliated against,
please contact Ethics & Compliance.

Serve Our Users

Our users value Google not only because we deliver great products and services, but because we
hold ourselves to a higher standard in how we treat users and operate more generally. Keeping
the following principles in mind will help us to maintain that high standard:

a. Integrity

Our reputation as a company that our users can trust is our most valuable asset, and it is up
to all of us to make sure that we continually earn that trust. All of our communications and
other interactions with our users should increase their trust in us.

b. Usefulness

Our products, features and services should make Google more useful for all our users,
whether they're searching, advertising or posting content, and whether they're large
corporations or individuals. We have many different types of users, but one guiding
principle: 'Is what we are offering useful?'

c. Privacy and Freedom of Expression

Always remember that we are asking users to trust us with their personal information.
Preserving that trust requires that each of us respect and protect the privacy of that
information. Our security procedures strictly limit access to and use of users' personal
information. Know your responsibilities under these procedures, and access data only as
authorized by them, our Privacy Policy and applicable local data protection laws.

Google is committed to advancing privacy and freedom of expression for our users around
the world. Where user privacy and freedom of expression face government challenges, we
seek to implement internationally recognized standards that respect those rights as we
develop products, do business in diverse markets, and respond to government requests to
access user information or remove user content. Contact Legal or Ethics and Compliance if
you have questions on implementing these standards in connection with what you do at
Google.

d. Responsiveness
 Google Inc. 2010

Part of being useful and honest is being responsive: We recognize relevant user feedback
when we see it, and we do something about it. We take pride in responding to
communications from our users, whether questions, problems or compliments. If something
is broken, fix it.

e. Take Action

Any time you feel our users aren't being well-served, don't be bashful -- let someone in the
company know about it. Continually improving our products and services takes all of us,
and we're proud that Googlers champion our users and take the initiative to step forward
when the interests of our users are at stake.

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II. Respect Each Other

We are committed to a supportive work environment, where employees have the opportunity to
reach their fullest potential. Each Googler is expected to do his or her utmost to create a
respectful workplace culture that is free of harassment, intimidation, bias and unlawful
discrimination of any kind.

Please read the Employee Handbook relevant to your locale. Located in the HR section of our
internal corporate site, the Handbook covers in greater detail how we should conduct ourselves at
work.

a. Equal Opportunity Employment

Employment here is based solely upon individual merit and qualifications directly related to
professional competence. We strictly prohibit unlawful discrimination or harassment of any
kind, including discrimination or harassment on the basis of race, color, religion, veteran
status, national origin, ancestry, pregnancy status, sex, gender identity or expression, age,
marital status, mental or physical disability, medical condition, sexual orientation or any
other characteristics protected by law. We also make all reasonable accommodations to
meet our obligations under laws protecting the rights of the disabled.

b. Positive Environment

Google prohibits unlawful harassment in any form -- verbal, physical or visual.

If you believe you've been harassed by anyone at Google, you should immediately report
the incident to your supervisor, Human Resources or both. Similarly, supervisors and
managers who learn of any such incident should immediately report it to Human Resources.
HR will promptly and thoroughly investigate any complaints and take appropriate action.

c. Drugs and Alcohol

 Google Inc. 2010

Our position on substance abuse is simple: It is incompatible with the health and safety of
our employees, and we don't permit it. Consumption of alcohol is not banned at our offices,
but use good judgment and never drink in a way that leads to impaired performance or
inappropriate behavior, endangers the safety of others or violates the law.

Illegal drugs in our offices or at sponsored events are strictly prohibited. If a manager has
reasonable suspicion to believe that an employee's use of drugs and/or alcohol may
adversely affect the employee's job performance or the safety of the employee or others in
the workplace, the manager may request an alcohol and/or drug screening. A reasonable
suspicion may be based on objective symptoms such as the employee's appearance,
behavior or speech.

d. Safe Workplace

We are committed to a violence-free work environment, and we will not tolerate any level
of violence or the threat of violence in the workplace. Under no circumstances should
anyone bring a weapon to work. If you become aware of a violation of this policy, you
should report it to Human Resources immediately. In case of potential violence, contact
Google Security.

e. Dog Policy

Google's affection for our canine friends is an integral facet of our corporate culture. We
like cats, but we're a dog company, so as a general rule we feel cats visiting our offices
would be fairly stressed out. For more on this, see our Dog Policy.

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III. Avoid Conflicts of Interest

In working at Google, we have an obligation to always do what's best for the company and our
users. When you are in a situation where competing loyalties could cause you to pursue a
personal benefit for you or your friends or family at the expense of Google or our users, you may
be subject to a conflict of interest. All of us should avoid circumstances that present even the
appearance of such a conflict.

When faced with a potential conflict of interest, ask yourself:

 Would this relationship or situation embarrass me or Google if it showed up on the front

page of a newspaper or the top of a blog?
 Am I reluctant to disclose the relationship or situation to my manager, Legal or Ethics &
Compliance?
 Google Inc. 2010

 Could the potential relationship or situation create an incentive for me, or be perceived by
others to create an incentive for me, to benefit myself, my friends or family or an associated
business, at the expense of Google?

If the answer to any of these questions is 'yes,' the relationship or situation is likely to create a
conflict of interest, and you should avoid it.

Below we provide guidance in six areas where conflicts of interest often arise:

 personal investments
 outside employment and inventions
 outside board memberships
 business opportunities found through work
 personal relationships at work, and
 accepting gifts and other business courtesies

In each of these situations, the rule is the same - you must avoid conflicts, and if you face a
potential conflict of interest, review the situation with your manager and Ethics & Compliance
and get their approval.

a. Personal Investments

A common conflict of interest involves a Googler's personal investment in a customer,

supplier, partner or competitor of Google, where the investment is significant enough (either
in absolute value or in relation to the Googler's net worth) that someone might reasonably
think it could cause the Googler to act in a way that benefits that personal investment at the
expense of Google. When considering whether such an investment creates a conflict of
interest, ask yourself:

o Is the investment in a competitor?

 If the answer is yes, the investment creates a conflict of interest.
o If the investment is not in a competitor, but is in a customer, supplier, or partner
of Google, do you have a job or responsibilities at Google that let you affect Google's
actions in ways that could help your investment at the expense of Google? (Google
officers -- VP and above -- have particularly broad influence in this regard.)
 If the answer is yes, the investment creates a conflict of interest.
If you are considering making an investment that creates a conflict of interest, don't make
the investment. If you already have an investment that creates a conflict of interest, or are
unsure whether an existing or contemplated investment is a conflict of interest, you should
contact Ethics & Compliance.
 Google Inc. 2010

Investments by any Googler in mutual funds or similar vehicles that invest in a broad cross-
section of publicly traded companies that may include competitors, customers, suppliers or
partners of Google are not considered conflicts and need not be disclosed or approved.
b. Outside Employment and Inventions

As with personal investments, taking a job with a Google supplier, customer, partner or
competitor (including as a consultant or advisor, whether paid or unpaid) can create a
conflict of interest. Avoid employment or any other personal business relationship with
companies that compete with Google. In addition, don't accept employment or fees from a
supplier, customer or partner of Google if you have the ability to influence their relationship
with Google.

If you develop or participate in outside inventions that compete with Google, that may
create a conflict of interest. In addition, outside inventions that you participate in or help
develop that relate to our existing or reasonably anticipated products and services, that
relate to your position at Google, or that you develop using Google corporate resources may
be subject to the provisions of Google's Confidential Information and Invention Assignment
Agreement and other employment agreements, as well as applicable laws in your
jurisdiction. If you have any questions about potential conflicts or IP ownership involving
an outside invention or other intellectual property, consult Ethics and Compliance or Legal.

c. Outside Board Memberships

Membership on the boards of customers, suppliers, partners or competitors of Google is

especially problematic from a conflict of interest perspective because Board seats generally
involve the ability to influence the actions of the outside business. Do not accept a seat on
the board of directors or the advisory board of any Google competitor, and do not accept a
seat on the board or advisory board of a Google customer, supplier or partner if your job at
Google could permit you to participate in or influence Google's relationship with that entity.

Google officers -- VP and above -- should obtain approval from Ethics & Compliance
before accepting an outside board membership in any company.

d. Business Opportunities

Business opportunities discovered through your work here belong first to Google.

e. Friends and Relatives; Co-Worker Relationships

Business relationships with relatives, spouses and significant others or close friends where
the friendship is such that it could affect your judgment can easily leave you with the sort of
conflict of interest that can be difficult to resolve. You should not participate in a potential
or existing Google business relationship involving any of the above. This includes, for
 Google Inc. 2010

example, being the hiring manager for a position for which your relative or close friend is
being considered or being a relationship manager for a company associated with your
spouse or significant other.

To be clear, just because a relative, spouse/significant other or close friend works at Google
or becomes a Google supplier, customer, partner or competitor doesn't mean there is a
conflict of interest. However, if you are also involved in that Google business relationship,
it can be very sensitive. The right thing to do in that situation is to discuss the relationship
with your manager and Ethics & Compliance.

Finally, we understand that your co-workers can quickly become your community of
friends, and that some of you may establish dating relationships with your co-workers.
While we trust and expect Googlers to exercise good judgment in pursuing romantic
relationships with their co-workers, you should recognize that romantic relationships
between co-workers can, depending on the work roles and respective positions of the dating
co-workers, create an actual or apparent conflict of interest. If a dating relationship does
create an actual or apparent conflict, it may require changes to work arrangements or even
the termination of employment of either or both individuals involved. Additional guidance
on this issue can be found in Google's Employee Handbook.

f. Gifts, Entertainment and Payments

Accepting gifts or entertainment from a Google customer, supplier, partner or competitor

can easily create the appearance of a conflict of interest, especially if the value of the gift or
entertainment is significant. As a result, Google policy prohibits Googlers accepting
significant gifts, entertainment or any other business courtesy (including discounts or
benefits that are not made available to all Googlers) from any of our customers, suppliers,
partners or competitors. Acceptance of inexpensive "token" non-cash gifts, infrequent and
moderate business meals and entertainment and infrequent invitations to local sporting
events and celebratory meals can be appropriate aspects of many Google business
relationships, provided that they aren't excessive and don't create the appearance of
impropriety. However, tickets to something like the Olympics, Super Bowl or World Cup,
especially if travel and lodging are included, are a significant gift which, if accepted, could
create at least the appearance of a conflict of interest. Don't accept significant gifts without
getting the approval of your manager and Ethics & Compliance.

Gifts from customers, suppliers, partners or competitors of cash or cash equivalents (e.g.,
gift certificates or prepaid gift cards) should never be accepted.

g. Reporting
 Google Inc. 2010

Ethics & Compliance will periodically report to the OC, or its designee, all matters
involving Google officers - VP and above -- approved under this section of the Code, and
will periodically report to the Google Audit Committee and Google Nominating and
Corporate Governance Committee all matters involving Google executive officers approved
under this section.

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IV. Preserve Confidentiality

We get a lot of press attention around our innovations and our culture, and that's usually fine.
However, company information that leaks prematurely into the press or to competitors can hurt
our product launches, eliminate our competitive advantage and prove costly in other ways. Our
responsibilities extend beyond not revealing confidential Google material -- we must also:

 properly secure, label and (when appropriate) dispose of confidential Google material;
 safeguard confidential information that Google receives from others under non disclosure
agreements; and
 take steps to keep our trade secrets and other confidential intellectual property secret.
a. Confidential Information

Google's "confidential information" includes financial, product and user information. Make
sure that confidential company material stays that way; don't disclose it outside of Google
without authorization. At times, a particular project or negotiation may require you to
disclose confidential information to another party: Disclosure of this information should be
on a "need to know" basis and only under a nondisclosure agreement. Be sure to get the
appropriate agreement in place before you disclose the information.

There are, of course, "gray areas" in which you will need to apply your best judgment in
making sure you don't disclose any confidential information. Suppose a friend who works at
a non-profit organization asks you informally how to improve the Google search ranking of
the group's website: Giving your friend site-optimization tips available in public articles and
on websites isn't likely to be a problem, but giving tips that aren't publicly known definitely
would be. If you're in a gray area, be cautious in what advice or insight you provide or,
better yet, ask for guidance from Ethics & Compliance.

And don't forget about pictures you and your guests take at Google -- it is up to you to be
sure that those pictures don't disclose confidential information.

Finally, some of us will find ourselves having family or other personal relationships with
people employed by our competitors, customers, suppliers or partners. As in most cases,
 Google Inc. 2010

common sense applies. Don't tell your significant other or family members anything
confidential, and don't solicit confidential information from them about their company.

b. Google Partners

Just as you are careful not to disclose confidential Google information, it's equally
important not to disclose any confidential information from our partners. Don't accept
confidential information from other companies without first having all parties sign an
appropriate non-disclosure agreement approved by Legal. Even after the agreement is
signed, try only to accept as much information as you need to accomplish your business
objectives.

c. Competitors; Former Employers

We respect our competitors and want to compete with them fairly. But we don't want their
confidential information. The same goes for confidential information belonging to any
Googler's former employers. If an opportunity arises to take advantage of a competitor's or
former employer's confidential information, don't do it. Should you happen to come into
possession of a competitor's confidential information, contact Legal immediately.

d. Outside Communications and Research

You probably know that our policy is to be extremely careful about disclosing company
information, and never to disclose any confidential information without authorization. It's
also a bad idea to post your opinions or information about Google on the Internet, even if
not confidential, unless you're authorized to do so as part of your job. Your comments may
be attributed to Google, even though you didn't mean it that way. And never discuss the
company with the press unless you've been explicitly authorized to do so by Corporate
Communications. Finally, check with your manager and Corporate Communications before
accepting any public speaking engagement. In general, before making any external
communication or disclosure, you should consult our Employee Communications Policy
and our Communications and Disclosure Policy.

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V. Protect Google's Assets

Google has a well-earned reputation for generosity with our employee benefits and openness
with confidential information shared within the company. Our ability to continue these practices
depends on how well we conserve company resources and protect company assets and
information.

a. Intellectual Property
 Google Inc. 2010

Google's intellectual property rights (our trademarks, logos, copyrights, trade secrets,
"know-how" and patents) are among our most valuable assets. Unauthorized use can lead to
their loss or serious loss of value. Any use of Google's trademarks and logos must be
cleared in advance by the Marketing team. Report any suspected misuse of trademarks,
logos or other Google intellectual property to Legal.

Likewise, respect the intellectual property rights of others. Inappropriate use of others'
intellectual property may expose Google and you to criminal and civil fines and penalties.
Please seek advice from Legal before you solicit, accept or use proprietary information from
others or let others use or have access to Google proprietary information. You should also
check with Legal if developing a product that uses content not belonging to Google.

A word about open source -- Google is committed to open source software development.
Consistent with our policy of respecting the valid intellectual property rights of others, we
strictly comply with the license requirements under which open source software is
distributed. Failing to do so may lead to legal claims against Google, as well as significant
damage to the company's reputation and its standing in the open source community. Please
seek guidance from Legal and the Open Source Programs Office before incorporating open
source code into any Google product, service or internal project.

b. Company Equipment

Google gives us the tools and equipment we need to do our jobs effectively, but counts on
us to be responsible and not wasteful with the Google stuff we are given. Nobody's going to
complain if you snag an extra bagel on Friday morning, but company funds, equipment and
other physical assets are not to be requisitioned for purely personal use. Not sure if a certain
use of company assets is okay? Please ask your manager or Human Resources.

c. The Network

Google's communication facilities (which include both our network and the hardware that
uses it, like computers and mobile devices) are a critical aspect of our company's property,
both physical and intellectual. Be sure to follow all security policies. If you have any reason
to believe that our network security has been violated -- for example, you lose your laptop
or smart phone or think that your network password may have been compromised -- please
promptly report the incident to Information Security. For more information, consult
Google's security policies.

d. Physical Security

If you're not careful, people will steal your stuff. Always secure your laptop, important
equipment and your personal belongings, even while on Google's premises. Always wear
your badge visibly while on site. Don't tamper with or disable security and safety devices.
 Google Inc. 2010

Watch people who "tailgate" behind you through our doors. If you don't see a Google
badge, please ask for it (and, as appropriate, direct the person to a receptionist for
assistance). Promptly report any suspicious activity to Google Security. For more
information, review Google's physical security policy.

e. Use of Google's Equipment and Facilities

Anything you do using Google's corporate electronic facilities (e.g., our computers, mobile
devices, network, etc.) or store on our premises (e.g., letters, memos and other documents)
might be disclosed to people inside and outside the company. For example, Google may be
required by law (e.g., in response to a subpoena or warrant) to monitor, access and disclose
the contents of corporate email, voicemail, computer files and other materials on our
electronic facilities or on our premises. In addition, the company may monitor, access and
disclose employee communications and other information on our corporate electronic
facilities or on our premises where there is a business need to do so, such as protecting
employees and users or maintaining the security of resources and property.

f. Employee Data

We collect and store personal information from employees around the world. Access this
data only in line with local law and Google internal policies, and keep it secure according to
those standards.

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VI. Ensure Financial Integrity and Responsibility

Financial integrity and fiscal responsibility are core aspects of corporate professionalism. This is
more than accurate reporting of our financials, though that's certainly important. The money we
spend on behalf of Google is not ours; it's the company's and, ultimately, our shareholders'. Each
person at Google -- not just those in Finance -- has a role in making sure that money is
appropriately spent, our financial records are complete and accurate and internal controls are
honored. This matters every time we hire a new vendor, expense something to Google, sign a
new business contract or enter into any deals on Google's behalf.

To make sure that we get this right, Google maintains a system of internal controls to reinforce
our compliance with legal, accounting, tax and other regulatory requirements in every location in
which we operate.

Stay in full compliance with our system of internal controls, and don't hesitate to contact Ethics
& Compliance or Finance if you have any questions. What follows are some core concepts that
lie at the foundation of financial integrity and fiscal responsibility here at Google.

a. Spending Google's Money

 Google Inc. 2010

A core Google value has always been to spend money wisely. When you submit an expense
for reimbursement or spend money on Google's behalf, make sure that the cost is
reasonable, directly related to company business and supported by appropriate
documentation. Always record the business purpose (e.g., if you take someone out to dinner
on Google, always record in our expense reimbursement tool the full names and titles of the
people who attended as well as the reason for the dinner) and comply with other submission
requirements. If you're uncertain about whether you should spend money or submit an
expense for reimbursement, check with your manager. Managers are responsible for all
money spent and expenses incurred by their direct reports, and should carefully review such
spend and expenses before approving.

b. Signing a Contract

Each time you enter into a business transaction on Google's behalf, there should be
documentation recording that agreement, approved by the Legal Department. Signing a
contract on behalf of Google is a very big deal. Never sign any contract on behalf of Google
unless all of the following are met:

o You are authorized to do so under our Signature Authority and Approval Policy.
If you are unsure whether you are authorized, ask your manager;
o The contract has been approved by Legal. If you are using an approved Google
form contract, you don't need further Legal approval unless you have made changes to
the form contract or are using it for other than its intended purpose; and
o You have studied the contract, understood its terms and decided that entering into
the contract is in Google's interest.
All contracts at Google should be in writing and should contain all of the relevant terms to
which the parties are agreeing -- Google does not permit "side agreements," oral or written.
c. Recording Transactions

If your job involves the financial recording of our transactions, make sure that you're fully
familiar with all of the Google policies that apply, including our revenue recognition policy
and our purchasing policy.

Immediately report to Finance any transactions that you think are not being recorded
correctly.

d. Reporting Financial or Accounting Irregularities

It goes without saying (but we're going to say it anyway) that you should never, ever
interfere in any way with the auditing of Google's financial records. Similarly, you should
never falsify any record or account, including time reports, expense accounts and any other
Google records.
 Google Inc. 2010

Familiarize yourself with our Reporting of Financial and Accounting Concerns Policy. If
you suspect or observe any of the conduct mentioned above or, for that matter, any
irregularities relating to financial integrity or fiscal responsibility, no matter how small,
immediately report them to Ethics & Compliance.

e. Hiring Suppliers

As Google grows, we enter into more and more deals with suppliers of equipment and
services. We should always strive for the best possible deal for Google. This almost always
requires that you solicit competing bids to make sure that you're getting the best offer.
While price is very important, it isn't the only factor worth considering. Quality, service,
reliability and the terms and conditions of the proposed deal may also affect the final
decision. Please do not hesitate to contact the Purchasing team if you have any questions
regarding how to procure equipment or services.

f. Retaining Records

It's important that we keep records for an appropriate length of time. The Google Record
Retention Policy suggests minimum record retention periods for certain types of records.
These are great guidelines, but keep in mind that legal requirements, accounting rules and
other external sources sometimes specify longer retention periods for certain types of
records, and those control where applicable. In addition, if asked by Legal to retain records
relevant to a litigation, audit or investigation, do so until Legal tells you retention is no
longer necessary. If you have any questions regarding the correct length of time to retain a
record, contact the Record Retention team.

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VII. Obey the Law

Google takes its responsibilities to comply with laws and regulations very seriously and each of
us is expected to comply with applicable legal requirements and prohibitions. While it's
impossible for anyone to know all aspects of every applicable law, you should understand the
major laws and regulations that apply to your work. Take advantage of Legal and Ethics &
Compliance to assist you here. A few specific laws are easy to violate unintentionally and so are
worth pointing out here:

a. Trade Controls

U.S. and international trade laws control where Google can send or receive its products
and/or services. These laws are complex, and apply to:

o imports and exports from or into the U.S.;

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o imports and exports of products from or into other countries, especially when
those products contain components or technology of U.S. origin;
o exports of services or providing services to non-U.S. persons; and
o exports of technical data, especially when the technical data is of U.S. origin.
What constitutes an "import" or "export" under the law is pretty broad. For example:
o exposing or allowing access by non-U.S. nationals to U.S. technical data can be
an "export", regardless of what country the exposure occurred in;
o permitting the download of software from the U.S. into a non-U.S. country is an
"export" from the U.S. and can be an "import" into the non-U.S. country; and
o transporting technical data or software on your laptop or tools or equipment in
your luggage out of the U.S and into a non-US country may be an export and import,
respectively.
The bottom line: If you are in any way involved in sending Google products, services,
software, equipment or any form of technical data from one country to another, work with
your manager to be absolutely sure that the transaction stays well within the bounds of
applicable laws. If you or your manager are not sure, please contact Ethics & Compliance.
b. Competition Laws

Most countries have laws designed to encourage and protect free and fair competition.
Generally speaking, these laws prohibit 1) arrangements with competitors that restrain trade
in some way, 2) abuse of intellectual property rights and 3) use of market power to engage
in unfair price discrimination and other forms of unfair practices.

Although the spirit of these laws -- known as "antitrust," "competition," or "unfair

competition" laws -- is straightforward, their application to particular situations can be quite
complex. To ensure that Google complies fully with these laws, each of us should have a
basic knowledge of how they apply to our work. Some real life things to be cautious about
include:

o sharing of competitively sensitive information (e.g., prices, costs, market

distribution, etc.) with competitors at trade and industry conferences; and
o making statements (in emails, IMs, presentations, memos or anyplace else) that
wrongly suggest that Google has few or no competitors or that we seek to harm our
competitors or improperly exploit our success.
Please contact Legal whenever you have any antitrust/competition law concerns.
c. Insider Trading Laws

As we said earlier, internally we share information, including non-public information, about

Google's business operations pretty freely (think of TGIF). In addition, you may overhear a
hallway conversation or come across a memo at a copy machine, either of which might
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involve confidential information. To use this nonpublic information to buy or sell stock, or
to pass it along to others so that they may do so, could constitute insider trading. Insider
trading not only violates this Code, it violates the law. Don't do it.

You should familiarize yourself with Google's Insider Trading Policy. It describes
company-wide policies that address the risks of insider trading, such as:

o a prohibition on any Google employee hedging Google stock; and

o periodic blackout windows when no Google employee may trade Google stock.
d. Anti-Bribery Laws

Like all businesses, Google is subject to lots of laws, both U.S. and non-U.S., that prohibit
bribery in virtually every kind of commercial setting. The rule here is simple - don't bribe
anybody, anytime, for any reason. You should also be careful when you give gifts and pay
for entertainment or other business courtesies on behalf of Google. We want to avoid the
possibility that the gift, entertainment or other business courtesy could be perceived as a
bribe, so it's always best to provide such business courtesies infrequently and, when we do,
to keep their value moderate. If you have a question about a gift or business courtesy you
would like to provide on behalf of Google, contact Ethics and Compliance.

Offering gifts, entertainment or other business courtesies that could be perceived as bribes
becomes especially problematic if you're dealing with a government official. Several laws
around the world including the U.S. Foreign Corrupt Practices Act, and the OECD
Convention Against Corruption of Foreign Government Officials, specifically prohibit
offering or giving anything of value to government officials to influence official action or
secure an improper advantage. This not only includes traditional gifts, but also things like
travel, political or charitable contributions and job offers. Distinguish these improper
benefits from reasonable, infrequent and moderate expenditures for gifts and business
entertainment for government officials, as well as travel and lodging expenses for trips
directly promoting our products or services. Payment of such expenses can be acceptable
(assuming they are permitted under local law), subject to specific requirements, including
pre-approval as required by Google policy.

In addition, laws in countries where Google does business may further limit gifts and
business courtesies to government officials of that country. For example, the U.S. has strict
rules that severely limit the ability of a company or its employees to give gifts and business
courtesies to a U.S. government official and also limit the official's ability to accept such
gifts. The Honest Leadership and Open Government Act ("HLOGA") prohibits giving any
gifts, including travel and other courtesies, to Members, Officers and employees of the U.S.
Senate and House of Representatives unless they fit within one of a number of specific
exceptions. Gifts to employees of the U.S. executive branch are also regulated and subject
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to limits. Gifts to state and local government officials in the U.S. may also be subject to
legal limitations. Other countries may have similar laws.

Before offering any gifts or other business courtesies to a U.S. or other government official,
you should consult Google's Business Courtesies to Government Officials Policy. Carefully
follow the limits and prohibitions described there, and obtain any required pre-approvals. If
after consulting the Policy you aren't sure what to do, ask Ethics and Compliance.

VIII. Conclusion

Google aspires to be a different kind of company. It's impossible to spell out every possible
ethical scenario we might face. Instead, we rely on one another's good judgment to uphold a high
standard of integrity for ourselves and our company. We expect all Googlers to be guided by
both the letter and the spirit of this Code. Sometimes, identifying the right thing to do isn't an
easy call. If you aren't sure, don't be afraid to ask questions of your manager, Legal or Ethics &
Compliance.

Awards received for CSR and/or Corporate Governance

Google has not received any awards for CSR but has received awards for “Best Place to Work
For"

CSR ratings given by known organizations

Google Inc.’s Governance Risk Indicator (GRI®) as of Aug 1, 2010 is:

Board (Low Risk)

Audit (Low Risk)

Compensation (Medium Risk)

Shareholder Rights (Medium Risk)

Source: RiskMetrics Group

Even Google has been rated by GMI for Corporate Governance (The ratings are not available for
public viewing.)( Source: http://www.gmiratings.com/QuickSearch.aspx?Ticker=&CoName=google)
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Reference

http://www.google.com/finance?q=NASDAQ:GOOG

http://in.advfn.com/p.php?pid=financials&symbol=NASDAQ%3AGOOG

http://finance.yahoo.com/q/pr?s=GOOG+Profile

http://www.google.com/corporate/facts.html

http://investor.google.com/corporate/code-of-conduct.html#III

http://www.riskmetrics.com/cgq/methodology
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