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Google Shareholder Proposal to Resist Censorship

buxton2k writes "Slashdot has had plenty of stories about technology companies like Google kowtowing to repressive political regimes such as China's. I'm an (extremely) small shareholder in Google, and I looked at their proxy statement today. Most of the time, shareholders' meetings don't deal with anything other than rubber-stamping the board of directors, but Google's upcoming meeting has a interesting shareholder proposal dealing with free speech and censorship to be voted on at the May 10 meeting."

27 of 100 comments (clear)

  1. Maybe I can start to trust Google again? by Metaphorically · · Score: 4, Interesting
    Good stuff, really does look like a "Do No Evil" attempt on the part of someone in there.

    The second line is "Whereas, the rapid provision of full and uncensored information through the Internet has become a major industry in the United States, and one of its major exports", but since all the rest of it really does sound like they're trying to do the morally right thing, I'm willing to say that line is there to get the vote of the pure capitalists.

    There's also reference to the UN's Universal Declaration of Human Rights - rather than just a US-centric view.

    Whereas, freedom of speech and freedom of the press are fundamental human rights, and free use of the Internet is protected in Article 19 of the Universal Declaration of Human Rights, which guarantees freedom to "receive and impart information and ideas through any media regardless of frontiers"

    The Universal Declaration of Human Rights pretty clearly agrees with that:

    Everyone has the right to freedom of opinion and expression; this right includes freedom to hold opinions without interference and to seek, receive and impart information and ideas through any media and regardless of frontiers.
    So every once in a while Google regains a little bit of my trust.
    --
    more of the same on Twitter.
    1. Re:Maybe I can start to trust Google again? by bernywork · · Score: 5, Informative

      This was raised by a shareholder, in particular:

      The Funds' request was submitted by Patrick Doherty, The City of New York Office of the Comptroller, 1 Centre Street, New York, New York, 1007-2341

      Didn't the directors suggest a no vote?

      Required Vote

      Approval of the stockholder proposal requires the affirmative "FOR" vote of a majority of the votes cast on the proposal. Unless marked to the contrary, proxies received will be voted "AGAINST" the stockholder proposal.

      Recommendation

      Our board of directors recommends a vote AGAINST the stockholder proposal.

      --
      Curiosity was framed; ignorance killed the cat. -- Author unknown
    2. Re:Maybe I can start to trust Google again? by Metaphorically · · Score: 2, Insightful

      I think I'll go home and cry for a bit. I mean, I try to be positive. I don't want to be a bitter old man. But really, the board wants to be more evil? Could it at least be a big shareholder who's voice matters that's putting this out there? Can I have a happy moment?

      --
      more of the same on Twitter.
    3. Re:Maybe I can start to trust Google again? by morgan_greywolf · · Score: 3, Insightful

      I think I'll go home and cry for a bit. I mean, I try to be positive. I don't want to be a bitter old man. But really, the board wants to be more evil? Could it at least be a big shareholder who's voice matters that's putting this out there? Can I have a happy moment?


      You might want to try some anti-depressants. ;)

      Seriously, the shareholder referendum, if approved, would basically tie Google's hands in regards to dealing with an oppressive regime such as China -- it would leave them no option, even if say, agents of the U.S. federal government came to them and said something like "Don't rock the boat. We're working on a strategy here and if you make noise, you'll spoil the whole thing."

      Not that I'm implying this has ever happened or anything...

    4. Re:Maybe I can start to trust Google again? by magarity · · Score: 4, Insightful

      There's no such law to that effect. But there is plenty of tort.

  2. Well... by EveryNickIsTaken · · Score: 2, Insightful
    Unless you have the backing of major shareholders and any hedge funds holding stake in Google, I wouldn't expect this to pass. It'd set up a roadblock to expansion in China, and since China = $$$, I wouldn't expect shareholders to pass anything that interferes.

    This would be the same reason that owners of GM stock don't pass a resolution requiring the company to shift all their R&D into ethanol research - it doesn't make good business sense right now.

    1. Re:Well... by HellYeahAutomaton · · Score: 3, Informative

      > Wrong. Bad press in the YRO section of slashdot? Sure. You fail to see the scope of the problem. How about the bad press in CNN? http://money.cnn.com/2006/01/30/technology/browser 0130/index.htm The NY Times? http://www.nytimes.com/2006/04/23/magazine/23googl e.html?ex=1303444800&en=972002761056363f&ei=5090 or the BBC? http://news.bbc.co.uk/1/hi/technology/4645596.stm No, the scope of this isn't just here on Slashdot. China is running a two-faced capitalist regime' (worldly capitalistic, internally Communist). If Google decides its presence in China isn't profitable they will pull out. (The juice has to be worth the squeeze, and if the Chinese gov't has its way, it won't)

  3. Note the Recommendation of the Board: Against by mattaw · · Score: 5, Interesting
    So the "Do No Evil" actually lasted about 5 seconds into Google becoming a listed company. Oh well, that was quite long.

    From p32: Recommendation Our board of directors recommends a vote AGAINST the stockholder proposal.

    Capitalism == Situational Ethics....

    1. Re:Note the Recommendation of the Board: Against by BiggerIsBetter · · Score: 2, Interesting

      Capitalism == Situational Ethics....

      As does life.

      I think it's a ballsy move to put it to shareholder vote. Obviously, the large shareholders and the fund managers who are acting in the best financial interests of their clients will probably concur with the board on this one. It is nice PR move though, I guess (as are all the /. articles...)... Now they can pass the buck to the shareholders if there's any perceived backlash.

      One assumes it's a business decision like any other, but I'd be curious to know the figures for the board recommendation vote. What I find interesting is who the board members are, the same guys who sold us the "do no evil" mantra, who are recommending against the proposal, and importantly, which of these guys are currently on leave. http://investor.google.com/board.html

      --
      Forget thrust, drag, lift and weight. Airplanes fly because of money.
    2. Re:Note the Recommendation of the Board: Against by Otter · · Score: 2, Informative
      I think it's a ballsy move to put it to shareholder vote.

      They're required to put any qualified proposal to a vote. Despite what the submitter thinks, largely symbolic politicized proposals are routine at any large public corporation.

  4. Evil will always win... by Z0mb1eman · · Score: 4, Interesting

    ...because good is dumb.

    This line made me think:

    3) The company will use all legal means to resist demands for censorship. The company will only comply with such demands if required to do so through legally binding procedures.

    It made me think of all the "evil" companies that see breaking the law (and the associated fines or sanctions) as just the cost of doing business. On the other hand, a "good" company that basically says, "we will do no evil... unless we're breaking the law by doing good".

    --
    ClutterMe.com - easiest site creation on the Net. Just click and type.
    1. Re:Evil will always win... by FusionDragon2099 · · Score: 2, Informative

      You're thinking "chaotic good", Google's thinking "lawful good". There's different ways to go about the same goal, you know.

    2. Re:Evil will always win... by drinkypoo · · Score: 4, Insightful

      On the other hand, a "good" company that basically says, "we will do no evil... unless we're breaking the law by doing good".

      Given that the law is often evil (like laws imposing segregation, or laws criminalizing victimless crimes) this is no useful metric whatsoever.

      If it's illegal to give a "western" haircut in Iran, and women who wear a leg-revealing outfit can be whipped for it, then it's easy to see that the law itself can be evil.

      --
      "You're right," Fisheye says. "I should have set it on 'whip' or 'chop.'"
    3. Re:Evil will always win... by Alsee · · Score: 2, Insightful

      I don't think Americans would like it if some foreign company set up shop in America, started breaking American laws, and when caught exclaimed, "But your laws are wrong!"

      Considering some of our laws, half of Slashdot might start dancing in the streets.

      -

      --
      - - You can't take something off the Internet! That's like trying to take pee out of a swimming pool.
  5. Expansion *in* China? by argent · · Score: 4, Interesting

    I don't think Google would be giving up as much as you think... hosting *anything* in China is a self-defeating policy for a software company, and this proposal doesn't keep them from censoring material: it just keeps them from doing it secretly. Simply telling people that they've had search results blocked is a competitive advantage.

    This is more like a shareholder resolution that GM make some currently optional safety equipment standard. Which, history shows, would be good business sense.

    1. Re:Expansion *in* China? by argent · · Score: 2, Informative

      Data point: India also has a huge population, but another mass market company (Ikea) has estimated that the total potential customer base for their products in India is no more than five digits.

  6. Founders control all the votes anyway by crt · · Score: 3, Informative

    Remember that the Google founders have a different class of shares that count 10X as many votes per share as common shares. They can easily block any shareholder proposal they disagree with, although it certainly may look bad if there is heavy support for this.

  7. Perhaps it's not just about China... by Joe+Decker · · Score: 2, Interesting

    The requirement to make a complete list of censored material is the most interesting, I wonder what we'd find getting blocked in the US?

  8. Without the board, not much chance. by Kadin2048 · · Score: 4, Insightful

    This thing doesn't stand a chance.

    I've been a shareholder in a bunch of fairly big tech companies (which is not to say that I've been a big shareholder) and in only one case have I ever seen a shareholder resolution unsupported by a company's board actually pass -- and that fairly recently and was widely supported by a lot of big institutional investors (who presumably only care about their ROI, and not how the money is made). (This is excepting hostile takeover actions, I'm referring only to things in the normal course of business.)

    I don't know precisely how many shares of Google stock is held by the board, but I'm going to bet that it's a lot, if not a majority outright, meaning that it's probably sunk without them from the get-go.

    And, like it or not, most of the big shareholders of any publicly-held corporations are going to be pension and mutual funds, investment banks, and other companies -- not the sort of entities that are generally swayed by feel-good rhetoric; they're not interested in whether Google oppresses Chinese people, only whether said oppression is profitable (and legal, because its legality directly impacts its future profitability).

    I appreciate the efforts of people pushing these resolutions, but I think that if we want to change the behavior of our corporations abroad, the change needs to be legislative, so that it wouldn't adversely impact "good" companies by making them less competitive relative to "bad" ones -- which unfortunately means it would need to be via that sausage-factory we have in Washington, which given its propensity for fucking up everything it touches, is probably a Bad Idea overall.

    --
    "Ladies and gentlemen, my killbot features Lotus Notes and a machine gun. It is the finest available."
    1. Re:Without the board, not much chance. by Shakrai · · Score: 2, Informative

      And, like it or not, most of the big shareholders of any publicly-held corporations are going to be pension and mutual funds, investment banks, and other companies -- not the sort of entities that are generally swayed by feel-good rhetoric

      In this case it seems that this motion was brought by a pension trust:

      "The Office of the Comptroller of New York City has advised us that it intends to submit the proposal set forth below for consideration at our annual meeting. It is the custodian and trustee of the New York City Employees' Retirement System, the New York City Teachers' Retirement System, the New York City Police Pension Fund, and the New York City Fire Department Pension Fund, and custodian of the New York City Board of Education Retirement System (the "Funds"), which beneficially own 486,617 shares of Google's Class A common stock."

      There are some funds that engage in "socially responsible investing". This would seem to be one of them. My 403(b) is managed by another one.

      --
      I want peace on earth and goodwill toward man.
      We are the United States Government! We don't do that sort of thing.
  9. A small shareholder's take... by DAtkins · · Score: 2, Interesting

    You know, this was the first shareholders vote that I actually participated in. Normally, I don't really care - and recognize that my measly holdings won't change anything - but this got me off my ass.

    Will my 15 votes change anything? Hell no, but it's like voting for a 3rd party presidential candidate. At the end of the day I can go home happy that I actually did what I thought was right.

    Interestingly enough, another ballot item was (paraphrased) "should we give the directors a big bonus for being so awesome?" I figure, since the directors don't want to fight censorship, then they don't deserve the bonus either.

    Says the person who made 35% on Google stock lately. Yes, I'm a dumbass.

  10. I keep having to say this... by Moleculor · · Score: 4, Interesting

    In the long run, accepting China's censorship rules is a -good- decision and a decision for good.

    In the dark ages, science was dead. It wasn't until trade with the east brought goods AND ideas west that society started shaking up a bit. People started figuring out that there were alternatives to feudalistic society.

    In short, trade equals exchange of ideas. Exchange of ideas equals social change. Social change equals social revolution.

    Google had two choices with China (and any other country that wants censorship): Be blocked entirely from the country in every way possible, thereby preventing exchange of ideas and hampering social change OR get a foot in the door to the country, providing access to new concepts to the Chinese and thereby slowly bringing about social change and potential revolution. YES, some things are censored, but as we all know, no censoring software is perfect, and humans won't think of everything. With Google there, EVEN censoring things, ideas of freedom will leak through and spark social change.

    The decision to bow to the wishes of China's censorship in order to gain access to their populace was a good, moral decision.

  11. It's Yahoo! you really need to worry about by MancDiceman · · Score: 4, Interesting

    Whilst Google are up for a bit of censorship, Yahoo! actively assist the Chinese in tracking down dissidents and getting them put behind bars

    They responded by talking about 'vexing issues' when they were pushed on the matter. Vexing indeed, that somebody is stuck in a cell for demanding democracy because you wanted to "look after shareholder's interests".

    They say they were just complying with a "lawful request" but at some point you have to realise that certain counties are going to ask you to abide by laws you find distasteful and take the hit on not doing business in those countries. Would Yahoo have done a deal with South Africa in the 1980s? With Germany in the 1930s? Or would they have got stuck in, claiming they might be able to 'transform opinion' by way of allowing people to share (censored) pictures and arrange (authorised) events?

    And they might say now that they are sorry for what happened, but they are still in China and they must in some part be willing to comply with future "legal requests" so there's a question: if the Chinese government asked for help tomorrow, would Yahoo! assist? Or would they risk being shut down in China? I suspect for all their hand-wringing, they'd hand over the paperwork but this time do their best to keep it quiet.

    There's a line that Yahoo! crossed that Google is far from crossing just yet, and I think this story is indicative of how they might hope to keep it that way.

    By laying out an independent moral framework aligned with UN declarations, it's possible for a multi-national to make a call on whether they can go into a country or not, or to what extent. If China wants to control and watch every bit, every byte, we as an International community with personal stakes in democracy and liberty have a role in saying they shouldn't have access to best-in-class technology whilst they want that.

    The Chinese Government should not be granted the ability to be able to run surveillance over their population really well thanks to the work of engineers in Yahoo's or Google's HQ - we should be making them want this tech enough that they are prepared to compromise and grant rights to the population currently kept from them, so the tech can't be used against a population.

    That's our job. Software runs civilisation. As software developers/companies, the moral imperative is with us. We are the arms manufacturers of the future, because the weapons will be software loaded with information as the ammo. We direct this gig. We don't realise it yet, but we do.

    We should be saying "you don't get Google, you don't get yahoo, you don't get any of this, until you treat your people as we would wish to be treated, as we agreed by way of UN charters all mankind should be treated". Saying that by exposing China to this tech will somehow change how government works is like saying you can fix Darfur with some really noble op-ed pieces in the New York Times.

    If I held Yahoo! stock, I'd sell it. I'd tell everybody else I know to sell it if they held it too. If Yahoo! say the only barometer of morality is how well the stock is doing, everybody needs to sell up and make it clear why: at that point the needle swings from "profitable to be in China" to "OMG! WTF are we doing in China? The stock is tanking!".

    FWIW, I've not used a single Y! product (including flickr or upcoming) or API since they've become the henchmen of brutal dictatorships. I'd ask others to consider doing the same too.

  12. About friging China by Vexorian · · Score: 2, Interesting

    Companies have got to follow a country's laws in order to have business in that country, period. Let the activism to governments, let World Savior George Bush free the Chinese people. Or much better, let the Chinese free themselves.

    --

    Copyright infringement is "piracy" in the same way DRM is "consumer rape"
  13. Google doesn't care what its shareholders think by jalefkowit · · Score: 4, Informative

    ... because they don't have to.

    When the company IPOed, they issued two classes of stock: one that you could buy (Class A), and special shares for Sergey Brin, Larry Page and Eric Schmidt that carry 10 times the voting weight of the shares available on the public market (Class B). The result is that anything that Brin (founder), Page (founder) and Schmidt (CEO) don't want passed can't be passed by a shareholder vote; ordinary shareholders simply don't have the voting muscle, even if they all voted together.

    Google's rationale at the time was that this arrangement would free them from pressure to constantly be posting higher earnings each quarter. In their SEC filing, they included an unusual "Letter from the Founders" that defended the approach:

    The main effect of this structure is likely to leave our team, especially Sergey and me, with significant control over the company's decisions and fate, as Google shares change hands. New investors will fully share in Google's long term growth but will have less influence over its strategic decisions than they would at most public companies...

    Academic studies have shown that from a purely economic point of view, dual class structures have not harmed the share price of companies. The shares of each of our classes have identical economic rights and differ only as to voting rights.

    Google has prospered as a private company. As a public company, we believe a dual class voting structure will enable us to retain many of the positive aspects of being private. We understand some investors do not favor dual class structures. We have considered this point of view carefully, and we have not made our decision lightly. We are convinced that everyone associated with Google--including new investors--will benefit from this structure.

    (Emphasis mine)

    It's hard to read the part about "retain[ing] many of the positive aspects of being private" as anything other than "we don't want shareholders telling us how to run our company". And given how the stock is structured, shareholders can't, unless they can win over one or more of the three top execs at Google to their point of view.

  14. Solution by Orig_Club_Soda · · Score: 2, Interesting

    Whenever Google finds itself limited by government intervention, it should call itself Google-lite. This will allow Google to continue to do business, while maintaining its credibility by acknowledging the product being used does not carry Google's full feature set, quality, and potential.

    A second action is that Google could report periodically how many search items are blocked by various governments. A large part of the insult to the user is the perception that we are receiving all thats available. If results are omitted we should be told, and the reason for their omission (in general categories).

  15. Snowball's chance in hell of passing by vinn01 · · Score: 2, Insightful


    These kinds of morally upstanding proposals are common by gadfly shareholders. The only thing worthy of note in this effort is the fact that it was proposed by a large fund, not some wingnut. Bravo for them.

    However, morals have little place in the commerce of business. I am a corporate cynic. Thus, I am certain that no corporation is going to stand up for freedom when there is money to be made cooperating with repressive governments.

    The likelihood of passage, against of votes and recommendation of the board of directors, is nil.