Trillium Asset Management

17.09.2021 Share

A year after Alphabet’s board voted against a measure to review its whistleblower protections, one of its shareholders is pushing the measure again in the hope that institutional investors will bolster support for the effort in light of high profile firings at its subsidiary, Google and complaints of illegally spying on employees.

Brought by Trillium Asset Management, which holds shares in Alphabet valued about $150 million, the resolution calls for an independent third party to review Alphabet’s existing whistleblower policy and bolster protections for employees.

The measure follows a year in which Alphabet has faced an onslaught of pressure after firing Dr. Timnit Gebru, co-lead of Google’s AI Ethics team, who was investigating the risks of technology, including Google’s. She also raised concerns about racism and sexism at the company. In February, Gebru’s co-lead Margaret Mitchell was also fired after Google said she violated its security policies. She was reportedly searching for evidence of discrimination against Gebru.

In a proxy statement issued Tuesday urging shareholders to vote for the resolution when the board meets June 2, Boston-based Trillium also pointed to a complaint filed against Alphabet in December by the National Labor Relations Board, alleging that Google was “coercing employees in the exercise of their rights,” by using terminations and intimidation in order to prevent workplace activism, and illegally surveilling employees. Hundreds of Google employees have since formed Alphabet Workers’ Union, in part to protect them from retaliation from management.

Such events could force large shareholders to question whether Alphabet’s whistleblower protections are adequate, and consider voting in favor of Trillium’s resolution this time around. BlackRock, which owns 13.3 million Alphabet valued at $27.5 billion, has tightened its language around the need for boards to ensure whistleblower protections, stating in its annual Stewardship Investment Report, released in March, that it would push boards to “protect its workforce and prevent workplace harassment and/or discrimination” including through whistleblowing programs. BlackRock declined to comment.

Boards are also receiving similar advice. Law firm Cleary Gottlieb recommended in a January advisory paper that board’s should focus on “maintaining and strengthening their internal whistleblower programs,” in light of the success of the Securities & Exchange Commission’s whistleblower program. And in December, Principles for Responsible Investment, a global network of investors, called on its signatories to consider whistleblower protections in assessing risks.

In its own filing last week, Alphabet said it disagreed with claims in Trillium’s proposal, and urged shareholders to vote against the measure because its “policies that strictly prohibit retaliation of any kind for raising such concerns or for participating in an investigation relating to such concerns.” It said that since September 2020 it had made some updates to its policy, including unspecified enhancements to the investigations process, analyzing investigation data and allowing employees to disclose underlying facts related to sexual harassment claims. Google did not respond to a request for comment.


Trillium worked with Open Mic, a non-profit that helps shareholders craft resolutions to force change at boards, to frame the whistleblower measure. Last year, Trillium’s resolution received about 5% of the vote, but the firm is confident that support will double or triple this year. Other impact funds such as Mirova Asset Management and Domini Asset Management voted in favor of the resolution last year, and are expected to again support the measure next month. While support for the measure will become clearer as institutional investors announce their votes in coming weeks, Trillium’s main goal is to bring attention to Google’s continued treatment of whistleblowers. “There are some initial indications of growing interest in the proposal,” says Jonas Kron, Trillium’s chief advocacy officer.

Proxy advisory firms are expected to issue guidance to institutional investors in the next week or two, which will likely determine the votes of large shareholders such as Fidelity and Vanguard. Glass Lewis, one of the advisory firms, last year recommended shareholders vote against the measure because Alphabet’s whistleblower policy aligned with those at Amazon and Facebook, and prohibits retaliation “in compliance with the law.”

Complying with the law clearly isn’t enough, says Kron. “Whether they have whistleblower policy or not, it doesn’t seem to be working. What they need is a third party audit. We are a year deeper into the events of the last year, and a lot has changed.”