Google's Code of Conduct is very clear. Googlers, as they refer to themselves, must ask whether a financial situation could be perceived to create an incentive for the employee, and if so, they must avoid the conflict," said Danhof. "The board of directors has a fiduciary duty to the shareholders, not to their own wallets. Doerr and Google need to explain how this apparent conflict arose and how it may affect Google's shareholders.