INTRODUCTION
On February 19, 2017, Susan Fowler, a former engineer at Uber Technologies, Inc. (“Uber”), published a blog post detailing allegations of harassment, discrimination, and retaliation during her employment at Uber, and the ineffectiveness of the company’s then-existing policies and procedures. The next day, Uber retained Eric Holder and Tammy Albarrán, partners at the law firm Covington & Burling LLP (“Covington”), to conduct a thorough and objective review regarding “the specific issues relating to the work place environment raised by Susan Fowler, as well as diversity and inclusion at Uber more broadly.” broadly.” On March 1, 2017, Uber’s Board of Directors unanimously approved a resolution establishing a Special Committee of the Board to oversee this work. The Special Committee instructed Covington to evaluate three issues: (1) Uber ’s workplace environment as it related to the allegations of discrimination, harassment, and retaliation in Ms. Fowler’s post; (2) whether the company’s policies and practices were sufficient to prevent and properly address discrimination, harassment, and retaliation in the workplace; and (3) what steps Uber could take to ensure that its commitment commitme nt to a diverse and inclusive workplace was reflected not only in the company’s policies but made real in the experiences of each of Uber’s employees. To meet these objectives, Covington conducted a thorough, objective, and multifaceted investigation. The investigation team conducted over 200 interviews with current current and former employees who shared a broad range of perspectives. Covington interviewed individuals individuals with knowledge of Ms. Fowler’s allegations, employees who reported workplace environment-related complaints, employee representatives of Uber’s affinity and diversity groups, and current and former members of the Senior Executive Team. Covington also retained an experienced consulting firm to partner with them to convene and moderate anonymous, online focus groups with a statistically-significant percentage of Uber’s employees in the United States, gathering broad-based data about employee perceptions concerning Uber’s workplace environment and culture. In addition, Covington conducted conducted a document review that included searching databases containing over 3 million documents. Following delivery of Covington’s conclusions to the Special Committee, the Special Committee and the Board carefully deliberated for several days. The full Board then unanimously adopted all recommendations suggested by Covington to address the types of conduct described by Ms. Fowler and to achieve Uber’s goal of building a workplace in which “all the great minds” gather to work and succeed.
RECOMMENDATIONS We recommend that Uber focus on four prevailing themes with regard to taking the following follo wing remedial measures: tone at the top, to p, trust, transformation, and accountability. acco untability.
I.
Changes to Senior Leadership Leadership A.
Review and Reallocate the Responsibilities of Travis Kalanick . Kalanick . The Board should ev aluate the extent to which some of the responsibilities re sponsibilities that that Mr. Kalanick has historically historic ally possessed should be shared shared or given giv en outright to other members of senior senior management. management. T he search for a Chief Operating Operating Officer Offic er should address this co ncern to some extent. ex tent.
B.
Use the Chief Operating Officer Search to Identify Candidates Who Can Help Address These Recommendations. Recommendations . T he Board should continue continue Uber’s efforts eff orts to bring in a Chief Operating Officer Office r who will will act as a full partner with the the CEO, but but focus foc us on day-to-day day-to -day operation operations, s, culture, and institutions within within Uber. T he Board should develop dev elop a position description that that provides clear lines lines of demarcation demarcatio n between the role that the Chief Operating Officer Office r will be required r equired to play as compared to the role that Mr. Kalanick will play as CEO. Some of the skills and ex periences the Board Board should look for in a COO include: candidates with backgr backgrounds ounds in diversity dive rsity and inclusion and candidates candidates who are themselves themselve s diverse; dive rse; candidates with with experience exper ience dealing with organizations that have complicated complicate d labor and operational structures; and and candidates with ex perience in improving improv ing institutional institutional culture. Candidates who possess these skills skills and experiences ex periences will reinforce reinfor ce the actions act ions resulting from other rec ommendations, ommendations, including reco mmendations mmendations relating to tone at the top and the need to foc f ocus us on diversity dive rsity and inclusion at Uber.
C.
Use Performance Reviews to Hold Senior Leaders Accountable. Accountable . Uber should establish key metrics metr ics to which its leaders will be held he ld accountable in the performance perfo rmance review process. T his would include, for example ex ample,, metrics that are tied to improving improv ing diversity, re sponsiveness sponsiveness to employee complaints, complaints, employee satisfaction, and compliance. compliance.
D.
In Increase crease the Profile of Uber’s Uber’s Head Head of Diversity Div ersity and the Efforts of His Organization. Organization . An empowered senior leader leader who who is responsible for diversity div ersity and inclusion is key k ey to the integrity integrity of Uber’s Ube r’s efforts. eff orts. Uber should elev ate ate the visibility v isibility of the current curre nt Head of Div Diversity ersity , Bernard Coleman, and emphasize emphasize the outreach outreac h component of Mr. Coleman’s position. Uber should increase the activ ities and and communications communications of Mr. Coleman’s Coleman’s team. team. As part of these communications, the Head of Diversity Dive rsity c ould send updates to employ employ ees regarding the company’s co mpany’s diversity efforts, engage in outreach outreac h efforts effor ts to Uber employ employ ees and affinity groups at at Uber, and serve as a resource for senior management management and rank-and r ank-and-file -file employ ees alike with respect to div ersity and inclusion. In addition, the position should be renamed re named the “Chief Diversity Dive rsity and Inclusion Officer,” Office r,” and the position should report directly to the CEO or the COO. COO. T his action action is intended to reflect ref lect the elev ated status of this role and demonstrate the company’s c ompany’s commitment commitment to this this issue. issue. It is equally important that that the role address both diversity diver sity and inclusion. Diversity is generally generally v iewed iewed as as focusing on
the presence pre sence of div erse employees based based on religion, race, age, sexual sex ual orientation orientation, gender, and culture. Inclusion, on the other hand, foc uses not not just on the presence of div erse employees, but on the inclusion and engagement of such employees employ ees in all all aspects aspect s of an organization’s operations. operatio ns. E.
II.
Employment Actions. Actions. T he Human Human Resourc es organization should take employment employ ment actio actions ns delegated delegated to the Human Human Resourc es organization by the Board and Special Committee.
Enhance Enhanc e Board Board Ov Ov ersight A.
Enhance the Independence Independence of the Board Board.. T he Board Board should should be restructured restruc tured to include additional additional independent Board seats. T hese additional Board members should should be directors direc tors with meaningful meaningful experience ex perience on other boards who can exercise ex ercise independent independent oversight ov ersight of Uber’s management. management.
B.
Install an Independent Chairperson of the Board. T he Board Board should consider the appointment appointment of an independent independent Chairperson. T he use of an independent Chairperson Chairperson is v iewed by many gov ernance experts as a best practice, practic e, particularly where there is a desire to enhance the level of Board ov ersight. An independent independent Chairperson Chairperson could address address severa seve rall of these recommendations, rec ommendations, particularly particularly the need to serve as an independent check chec k on Uber’s management management and the need to demonstrate to Uber’s employees, employ ees, partners, partners, and customers that the Board is taking the investigation and the need for gov ernance reform seriously. seriously.
C.
Create an Oversight Committee. Committee. T he Board should create an Ov Ov ersight ersight Committee. For example, the Board could create an Ethics and Culture Committee or a similar similar body . A committee of this nature could be organiz or ganized ed as a standing committee of the Board, the purpose of which is to ov ersee Uber’s efforts eff orts and enhance enhance a culture c ulture of ethical business practices, div ersity, and and inclusion within within the organization. T he activities activit ies of the committee could involve invo lve meeting with senior members of management management who are responsible for ethics, ethic s, Compliance, Human Human Resources, Resourc es, and risk. T his committee could establish and monitor metrics that are intended to measure complian co mpliance ce with Uber’s business values, v alues, and the promotion of an ethical and inclusive inclusive enviro nment. nment. Alternati Alter nativel vely, y, this committee co mmittee could focus solely on Uber’s remediation of recent rece nt issues. issues.
D.
Use Compensation to Hold Senior Leaders Accountable. Accountable . T he Board should consider incorporating inco rporating ethical business practices, div ersity ersity and inclusion, inclusion, and other values v alues from Uber’s Business Business Code of Conduct into its exe e xecutive cutive compensation co mpensation program. Experience Exper ience shows shows that compensation provides a powerful tool too l for creating cr eating incentives incentives for fo r behavior, and and reinforcing reinforc ing a compan co mpany y ’s values. v alues. Many leading leading compan co mpanies ies have incorporated similar metrics into into the compensation co mpensation packages for senior executives e xecutives as a way way of ensuring that their compensation co mpensation practices practic es reward conduct that is consistent with the cultural environment env ironment that that they hope to create. Key members of senior management management coul co uld d be subjected to a probation period period during during which they must must achieve achiev e cert cer tain minimum minimum levels lev els of performanc perfo rmancee in order to retain their compensation awards awards or to continue employment with Uber.
2
E.
III.
Nominate a Senior Executive Team Member to Oversee Implementation of any Recommendations. Recommendations. Uber should nominate nominate a member of the Senior Ex ecutive T eam eam to be responsible for the assessment assessment and implementation implementation of these recommendations, rec ommendations, ov erseen erseen by a Board-level Board-leve l committee. T his executive should be chosen carefully, and and care should be taken to appoint someone who is v iewed positively positiv ely by the employ employ ees. T his person should be given giv en full authority and an an appropriate budget to implement implement these reco mmendations, mmendations, including through the retention of appropr iate consultants consultants and experts, expe rts, and should report directly to the Board of Direct Directors ors concerning Uber’s progress toward implementation. implementation. T his executive should form a committee committee to prioritize and set timelines for the implementation of these recommendations, and the first fir st report back to the Board should should be within three thr ee months.
Internal Controls A.
Implement Im plement Enhanceme Enhancements nts to the Audi Au ditt Committee Committee.. T he Board should take steps to enhance the size, role, and independence of the Audit Committee. T he audit committee co mmittee is generally v iewed by private and public companies as a committee that is responsible for ov o v erseeing a company’s financial controls, risk management, management, regulatory complian co mpliance, ce, and compliance compliance with a company’s code of of conduct. Uber’s Audit Committee could be enhanced through an expansion ex pansion of the Audit A udit Committee Committee to include more independent directo rs and a clear c lear articulation of the oversight ov ersight role that the the Audit Committee Committee is intended to play, both of which which could improv improvee the Audit Committee’s ability to ov ersee Uber’s management. management. Key among the potential roles that the Audit Committee could pla play is to have a direct reporting re porting line from fro m Uber’s Compliance Compliance organization, an appointed ombudsman ombudsman,, and/or Uber’s internal auditor. T he purpose of this structure would be to ensure that the per son(s) playing those roles will have the ability to bring significant signific ant compliance or harassment harassment issues to the attention of the Audit Committee without having to go through management management or the CEO. T he Audit Committee could co uld also be empowered to ov ersee a response to any any such such issues, including including a potential investigation, if warranted.
B.
Implement Enhancements to Uber’s Internal Controls. Controls. Uber should take steps to enhan e nhance ce its internal controls with respect respec t to policy compliance. In particular, particular, Uber should should rev iew its policies and procedures with with respect to travel and expense ex pense reimbursements and and enhance enhance such policies polic ies to ensure that items that are inconsistent with Uber policies and proc edures are are not reimbursable and not not reimbursed, and that proper co ntrols are put in in place to ensure compliance. For example, ex ample, these procedures should should require that Uber personnel at every lev el of the organization o rganization submit receipts rec eipts as a condition c ondition to receiv ing reimbursem reimbursement. ent. Following these changes, Ube r should prov ide training to senior management management and other employ ees regarding these new new policies and procedures. proce dures.
C.
Human Resources Record-Keeping. Record-Keeping. Uber should ensure ensure it has appropriate tools, including complaint tracking software, to k eep better track tr ack of complain co mplaints, ts, personnel records, recor ds, and employee employ ee data. For example, if a complaint complaint is substantiated but results in discipline other than termination of employ ment, relev ant stakeholders stakeholders should be able to easily identify whether prior complain co mplaints ts have been lodged to ensure that appropriate action actio n is is taken with with respect respec t to repeat offenders. off enders. Likewise, senior senior managers managers should be able to trac k whether certain cer tain 3
organizations or managers managers give rise r ise to multiple complaints complaints such that interv ention with the the manager manager is needed. needed. Uber should also emphasize emphasize the importance of record-keeping rec ord-keeping to all Human Human Resourc Re sources es staff, and impose impose consequences for failure to adhere to record-keeping rec ord-keeping requirements. D.
T rack Agreements with Employees Employees.. All settlement and separation agreements with with employ ees should be logged and tracked track ed to ensure proper record-keeping, rec ord-keeping, compliance compliance with the agreements, and consistency c onsistency in terms.
I V.
Reformulate Reformu late Uber’s 14 Cultural Values Values.. Uber should reformulate its written cultural values because it is vital v ital that that they reflect ref lect more inclusive and positive behaviors. T o achiev e this reformulation reformulation of the valu v alues, es, there are several steps steps Uber should undertake: work with an established e stablished and and respected re spected organiza or ganization tion that is experienced experienc ed in organizational change change to restate the v alues with with significant significant input fro m employ employ ees; consider co nsider further defining the values in a manner more acce ssible to and and more more easily understood by employees; e mployees; adopt v alues that are more inclusive and contribute to a collaborative co llaborative environment, including emphasizin emphasizing g teamwork and mutual respec t, and incorporating incorpo rating diversity and and inclusiv inclusiv eness as a key ke y cultural c ultural value, not just as an end in itself, but as a fundamental aspect of doing good business; reduce the overall ov erall number number of values, v alues, and eliminate those those values which have been identified as redundant redundant or as hav hav ing been used to justify poor behavior, behav ior, including Let Builders Build, Always Alway s Be Hustlin’, Hustlin’, Meritoc racy and Toe-Ste Toe -Stepping, pping, and Principled Confr ontation; ontation; and encourage encour age senior leaders to exhibit the v alues on a daily basis and to model a more collaborative collabor ative and inclusive Uber Ube r culture. Leaders who who embody these values should be part of the process of redefining rede fining Uber’s values and should be role models for ot her leaders within the compan co mpany y . All of Uber’s senior leaders should be responsible for embracing and and commu co mmunicating nicating the reformulated v alues to employees.
V.
Training A.
Mandatory Leadership Training For Key Senior Management/Senior Execu tive Team Members Members.. It is critical that senior senior leaders at Uber receive leadership coaching. Uber should engage engage a consultant who who is respected respec ted in the field of inclusive leadership and has worked at the top leve ls of sophisticated companies to undertake training and coaching coac hing of all Senior Leaders. Sufficient Suffic ient time and resources reso urces should be devoted devo ted to both the selection of the co nsultant and the training itself. T his training can be done as either standalone standalone training, training, or as part of broader leadership leadership coaching coaching and training training.. T here are several key components to this coaching: training training to ex hibit and and model inclusive inclusiv e leadership and to c ombat implicit implicit bias; training training to encourage enco urage a culture in which ev eryone gets heard in a manner in which they are comfor c omfortabl tablee and employees employ ees feel safe to propose ideas; trainin training g that cov ers fundamental skills necessary for effective management management as a senior leader, particularly in an organization organization of Uber’s Uber ’s size, size, including how to effec ef fectively tively set organizational goals, how to lead employees, employ ees, how to be aware of o f and implement implement necessary nece ssary corpo c orporate rate controls, controls, and how to identify and flag breakdowns br eakdowns in corporate cor porate contr co ntrols; ols; and and incorporating the subject matter of the training as a c ompetency against which which senior leaders are measured year-over-year y ear-over-year as part of their performance perfo rmance reviews.
B.
Mandatory Mandatory Human Resources Resources Training. Training. Uber Ube r should train Human Resources Resourc es personnel on the effec tive handling handling of complain co mplaints, ts, including the 4
proper and thorough tho rough investigation of complaints of harassment, discrimination discrimination,, or retaliation, as well as the appropriate documentation of investigat inv estigations ions and record-keeping, rec ord-keeping, and and develop deve lop policies and and processes relating re lating to record-k recor d-keepin eeping. g. T raining should include include how to identify when employ employ ee complaints or disciplinary decisions dec isions should should be escalated to the Legal Legal organization o rganization for rev re v iew.
VI.
C.
Mandatory Mandatory Manager Manager T raining raining. As with with leadership, leadership, we we rec ommend significant training training for managers, particularly new or first-time managers. managers. Uber should adopt a comprehensive, liv e, required training training program for all managers managers that is updated and and repeated at regular interv interv als. T raining should foc us on diversity dive rsity,, inclusion, inclusion, and unconscious unconscio us bias (in line with training of fered fere d to senior leaders), but should also cov er important fundamental fundamental skills skills necessary for effective eff ective management, including how to communicate with and and v alue all employees, employ ees, maintain a proper managerial relationship, prov ide ide constru co nstructive ctive feedback feedbac k to employees, help employees set personal career goals, appropriately evaluate ev aluate employee performa perf ormance nce according to the company’s company ’s values, consistently consistently apply the compan co mpany y ’s transfer and promotion policies, polic ies, and handle handle performance-relate perfo rmance-related d issues issues and complaints of unfair treatment. Any program pro gram should also also include training on general Human Human Resourc es issues, equal employment employ ment opportunity opportunity and bias, harassment, harassment, discrimina discr imination, tion, and retaliation policy complian co mpliance, ce, and record-keep rec ord-keeping. ing. T raining should include include programs to help managers and Human Resourc es employees recognize legal issues issues and learn how to elev ate them to the Legal organization when when necessary nece ssary and appropriate. appropriate.
D.
In Interv terview iew Training. Training. Uber should require employees who routinely interview candidates, including all “Bar Raisers,” to undergo training on interv iewing skills, skills, conducting inclusive interviews, and unconsciou unconscio us bias. bias. T his training training is best conducted conducte d in person and attendance attendance should be track ed. Uber should standardize standardize the interv iew process, including both the questions asked, evaluatio ev aluation n of the candidate following the interv interv iews, and the method of pro v iding feedback. feedbac k.
Improvements to Human Resources and the Complaint Process A.
An “Owner” “Owner” of Resources-Related Resources-Related Policies Should Should be be Identified Identified or Hired. Hired. An “owner” “o wner” of Human Human Resources-related policies policies should should be identified or hired—an individual individual responsible for drafting dr afting new policies and updating updating ex isting policies, through thro ugh whom whom all updates to the policies flow, flo w, and who also serv es as a repository repositor y of critic al information relating to Uber’s policies policie s and and practices.
B.
Increase Management Support for Human Resources. Resources . Senior Senio r leadershi leade rship p at Uber U ber should publicly publicly support and embrace the value v alue of Human Human Resources Resour ces not only as a rec ruiting organization, organization, but as an organization that works to protec t and retain Uber’s most important asset: asset: its its people. It is critical critic al to the goal of establishing trust that Human Human Resources Resourc es be seen as vested ve sted with true authority to to act on all issues af fecting fec ting employees. employ ees. Leadership needs to further demonstrate it its support by following f ollowing through on recommend reco mmendations ations made made by Human Resources Resource s with respect to employ employment-rel ment-related ated actions and ensuring that Human Human Resourc es is properly pro perly resourced r esourced with financial financial support and personnel to properly c arry out its role. role . Uber should consider adopting adopting a zero-tolerance zero-tole rance policy for substantiated substantiated complain co mplaints ts of discrimination disc rimination and and harassment, without regard to whether an employ employee ee is a “high performer” or a long-term long-term employee. employee. 5
VII.
C.
Prov Provide ide a Robust and Effective Effec tive Complaint Process Process.. T o address address harassment, discrimination, and retaliation in the workplace, it is imperativ e that there be an ef fective fec tive complaint process process in place for employ ees to escalate issues. Complaints should also be properly tracked and addressed addressed as efficie ef ficiently ntly and quickly as possible. Uber should enhance communication to employees concerning conc erning how and to whom they they c an raise complaints about harassment, harassment, discrimination, and and retaliation. Uber should develop develo p and and communicate communicate multiple avenues ave nues for lodging a co mplaint, mplaint, including an an employee’s employ ee’s immediate immediate manager manager or next-lev el manager, manager, the organiz or ganization’s ation’s Human Human Resources Resourc es Business Partner, or or the Integrity I ntegrity Helpline. T his encourages employees who may may otherwise other wise fear retaliation to come forward, fo rward, knowing that there are multiple avenues they c an utilize if they the y have hav e a concern. Finally Finally,, Uber should ensure ensure appropriate processin processing and tracking track ing of complaints and invest inve st in appropriate Human Human Resources tools, too ls, including complaint tracking software that is robust, secure, sec ure, and accessible by those who need information on a need-to-know basis. T his will help ensure that that complaints are dealt with promptly, promptly , appropriately, appropriately, and consistently, and will lead to better track ing and and data collection.
D.
Establish Protocols with Respect to Escalating Complaints. Complaints . Uber Ube r should should establish protoco ls with respect respec t to escalating complaints that require investigation. T here should be clear guidelines for managers and and Human Resources Resourc es Business Business Partners so that that it is clear cle ar to ev eryone when when a complaint should be further investigated inve stigated and and addressed. addressed. Uber should also establish protoc ols that outline when members of the Legal organization should be consulted to ensure that there is consistent treatment across the company and legal risk is being managed appropriately. A complaint that implicates unlawful unlawful harassing or discriminatory conduc co nductt but does not result in termination should be brought to the the attention of the Legal Legal organization; likewise, any any termination termination involving invo lving an employee employ ee who has has raised any conce rns of harassment, harassment, discrimination or retaliation, is in a protecte prot ected d category, has taken any protec ted leave, leav e, or has requested re quested a workplac workplace e accommodation accommodation for a disability should be elevated for review by the Legal Legal organization organization before it is effectuated effec tuated..
E.
Devote Adequate Staff and Resources to Human Resources Resources. Uber should engage engage a Human Human Resources Resourc es consultant to provide input input on the appropriate structure struct ure and size size of the Human Human Resources Reso urces organiza or ganization tion and, at a minimum, minimum, prioritize prio ritize an increase in the headcount for Human Resourc es Business Business Partners across Uber’s various various regions. regions. According According to an analysis by the Society Soc iety for Human Resource Resourc e Management, Management, the average aver age number number of Human Resources Resourc es Business Partners for a company of Uber’s Uber ’s size is is approx imately 57 . Uber should quickly manage manage out poor perfo rmers within the Human Resourc es organization.
Diversity and Inclusion I nclusion Enhancem Enhancements ents A.
Establish an Employee Diversity Advisory Board. Board . Uber should consider establishing an an employee employ ee diversity div ersity advisory advisory board, comprised comprised of members of o f each each of Uber’s Uber ’s Employ Employee ee Resource Groups, to ensure consistency across diversi dive rsity ty efforts eff orts and funnel input input and ideas to the Head of Diversity . T his could be in addition to or o r in lieu of an oversight ov ersight committee. committee. T his board could help help ensure ensure consistency across diversity diversity efforts e fforts and and funnel employ employee ee feedback fee dback to the Head of Diversity and his staff. 6
B.
Regularly Publish Diversity Diversity Statistics Statistics.. T he Head Head of Diversity Diversity (or Chief Diversity Diver sity and Inclusion Officer) Offic er) should set goals w with ith respect re spect to annual improvements improv ements in diversity dive rsity and regularly publish data on Uber’s diver sity and inclusion numbers numbers to judge how the company is meeting its goals. T his should also include dive rsity statistics of new recruits rec ruits each year and goals goals for improving improv ing diversity dive rsity y ear-over ear-over-year -year among recruitme recr uitment nt of underrepresented underre presented populations populations across acro ss the company and in v arious programs and organizations. T he Head Head of Diversity Diver sity should sho uld also publicize the company’s initiatives, initiative s, accomplishments, accomplishments, and and areas still needing improv improv ement.
C.
T arget arget Diverse Div erse Sources Sources of Talen T alentt . Uber should target diverse sources of talent, including alternativ e and non-traditional non-traditional sources source s of recruiting, re cruiting, and and develop dev elop deeper partnerships with Historically Historically Black Co lleges and Universities and Hispanic-Serv Hispanic-Serv ing Institutions.
D.
Utilize Blind Blind Resume Rev iew . Uber should engage in blind resume review. revie w. Blind resume review eliminates any indicia of gender or ethnic background, backgro und, including name name and personal perso nal information, so that the rev re v iewer has access acc ess only to the candidate’s c andidate’s substantive skills and and experience. ex perience. Likewise, if possible, Uber should utilize utilize blind b lind rev iew of the exercises exer cises required for candidates in technical technic al and engineering positions.
E.
Adopt a Version of the “Rooney “Rooney Rule Rule.” .” Uber should utilize the Rooney Rule for women and other underrepresented underre presented populations populations for key ke y positions, positions, wherein each pool of c andidates andidates interviewed interv iewed for each identified position includes at least one woman and one o ne member member of an underrepresented minority group, thereby ensuring that members of the populations currently underrepresented underrepresented in Uber’s workplace are interviewe interv iewed d with appropriate consistenc co nsistency. y. T he Rooney Rule has its origins in the National Natio nal Football League. League. It requires NFL franchisees to interview interv iew at least one minority candidate c andidate for all head coach c oach and general manager manager positions. T he success of the Rooney Rule is documented, documented, with research research showing showing a noticeable increase incr ease in the number number of minority head co aches hired since its 1 adoption. Uber should include at least one woman and/or member of a population currently curre ntly underrepresented underrepresented on each applicant interv iew panel—not just the panels panels for diverse diver se applicants—to ensure diverse dive rse perspectives in the feedback feedbac k and evaluation ev aluation of candidates for positions positions at Uber and to reduce re duce the potential impact impact of unconscious unconscio us bias.
F.
Adopt and and Promote Promote a Sponsorship Sponsorship Progra Program m . Uber’s div diversity ersity effort eff ortss would benefit greatly from fro m the establishment of a sponsorship program. A “sponsor” is an employ ee who is in a position to promote the success of a more junior employee, employ ee, or protégé, within the company, and does so. Sponsorship relationships positively aff ect pay, retention, retention, ambition, and career caree r advanceme advanc ement. nt. By establishing a sponsorship sponsor ship program, program, Uber will better engage top performers
1
Christina Passariello, “T ech Firms Firms Borrow Football Play to t o Increase Inc rease Hiring Hiring of Women,” Wall Women,” Wall Street Journal Journal , September 27, 27 , 2016, https://www.wsj. https://www.wsj.com/artic com/articles/techles/tech-firms firms-borro -borrow-foot w-footballballplay-to-increas play-to -increase-hiring-of e-hiring-of-women-1 -women-147 47496356 4963562; 2; Janice F. Madden and Matthew Ruther, “Has the NFL N FL Rooney Rule’s Efforts “Leveled the Field” for Afr ican American Head Coach Candidates?”, Penn Candidates?”, Penn State Journal Journal of Sports Economics (2010 Economics (2010), ), http://repository.upenn.edu/cgi/viewcontent.cgi?article=1019&context=psc_working_papers. 7
and strong managers managers to lead junior junior employees, employ ees, helping to guide guide their successful career caree r development within the company. Uber must take several sev eral steps to incorporate incorpo rate any such initiativ initiativee into its culture, including: building awareness for the program; pr ogram; targeting key populations that can benefit from the program; creating cre ating pathways pathways to lead people towards embracing the pro gram; identifying identify ing senior leadership to participate and act as sponsors; educating sponsors sponsors on the program’s goals, the benefit benef it of commun c ommunicating icating experience expe rience to protégés, and the benefit of activ e participation in the program; educating potential protégés on the program, urging them to participate, and not merely assigning sponsors and protégés, but instead instead giving discretion to sponsors to c hoose one or more protégés to sponsor fr from om among among a group o f high-performing, mid-lev mid-level el employees employ ees that the company has targeted for fo r retention; and making making sure to implement implement activ e program progr am administration administration that includes continued education and oversight. ov ersight. In addition to incorporating incorpo rating the the sponsorship program into its culture, Uber must also dev elop the program’s structure. Beyon Bey ond d merely pairing pairing sponsors sponsors and protégés, protégé s, a formal sponsorship program should consist co nsist of guidelines for the t he program and resource resourc e materials for the participants, as well as timelines for rev iewing the program’s program’s effectiveness effe ctiveness and and methods for ensuring that sponsors take their role seriously, serio usly, such suc h as incorporating incorpo rating sponsorship sponsorship in performance perfo rmance goals or incentive incentiv e compensation. G.
Recognize and Support Employee Diversity Efforts. Efforts . Uber should recognize rec ognize and and support support efforts eff orts that employees employe es undertake to improve Uber’s workplace environment through the performanc perfo rmancee review process. Uber should consider adopting a requirement or reco r ecommend mmendation ation that employees employ ees spend spend a portion of their time on o n “non-core” “non-co re” job duties devo ted to contribut co ntributing ing to Uber’s workplace environment, such as devoting dev oting time to an Employe Employeee Resource Group, Group, a diversity dive rsity initiative, or the the “Bar Raiser” program. Participatio Partic ipation n in these effor ef forts ts should be credited credite d in the performance perfo rmance review process to ensure that employees employ ees receiv rece ive e recognition recognition and and reward when when they are making time to contribute co ntribute in this valuable v aluable way to Uber’s succ success. ess.
H.
Recognize Managers Managers for their Diversity Efforts. Efforts. Managers who are achiev ing success with diversifying their organizations should be recognized across acro ss the company and their skills and and tec hniques used used as a platform to train other managers.
I.
Review Benefits Offerin Off erings gs.. Uber should rev iew its benefits and adopt policies policies and benefits that that are known to attract and retain a more diverse workforce. workf orce. T his includes, for ex ample, parental leave leav e policies that that provide prov ide parity in leave leav e regardless of whether the person taking leave leav e is a birth mother or father f ather and regardless of whether the child is a natural born, adopted, or foster foste r child, or modification of leave leav e policies to distinguish distinguish between “primary “primary caregivers” caregive rs” and and “secondary “seco ndary caregivers” rather than between mothers and and fathers. Additional consideration should be given to policies that gov ern “off-rampin “off -ramping” g” to parental leave leav e and “on-ramping” back into the workplace to ensure e nsure consistent and fair treatment of parents taking leave. leav e.
J.
Unconscious Unconsciou s Bias Bias Rev Rev iew . Uber should continue co ntinue to rev iew compan co mpany y communications and materials used used in the hiring pro cess (and elsewhere in the company), company ), as Uber has done for fo r job descriptions, to reduce reduc e bias in written written company materials. 8
K.
Coordinate Efforts. Efforts. T o the extent that any any offic o ffices es are engaging engaging in their own independent efforts eff orts with respect to diversity div ersity and inclusion, inclusion, Uber should require that all offic of fices es obtain approval for these initiatives through the Head of Diversity. Diver sity. T his will help to co ordinate diversit diver sity y and inclusion inclusion effo rts throughout the organization and and allow Uber U ber to conduct co nduct a legal rev iew of any independent initiatives.
L.
Solicit Feedback Feedback from Empl Em ployees oyees.. T he company should consider repeating repeating online, anonymous focus fo cus groups with a reputable consultant on a regular basis in order to prov ide a further forum for employees to more broadly share share their feedback fee dback outside of static surv eys, learn from and understand the c oncerns oncer ns of other employ ees, and gauge gauge employee opinion o pinion of ongoing diversity dive rsity and inclusion efforts eff orts year-over ye ar-over-year -year.. T he results from fro m these groups should be made available within the company.
VIII. Changes in Employee Policies and and Pract Practices ices A.
EEO Policies. Policies. Uber should update update its discrimination and and harassment policies to be clear c lear that any co nduct that appears to be based on a person’s protected protecte d characteristic charact eristic is is prohibited, even if it is not unlawful. Policies Polic ies should also be clear that managers must immediately immediately report repor t instances instances of discrimination, harassment, harassment, or retaliation of which they t hey bec ome aware to their Human Human Resources Resource s Business Business Partner for further f urther investigation. Policies Polic ies should clearly state that employ employ ees are protected protec ted from harassment not only by other employees, but also also non-employees such as v endors, clients, contractors, contractors, and other third-parties. Human Human Resourc es should emphasize emphasize the importance import ance of adhering to the ex isting policies and codes of conduct for f or work ev e v ents such as offsite co conferenc nferences es and meetings, meetings, including those held at hotels and resorts. It should not be necessary to t o draft separate policies for for these events. eve nts. Policies Polic ies should be applied applied consistently throughout the organization. No special treatment should be giv en to any employee, employ ee, regardless of level, lev el, tenure, or past past performance. Uber should consider adopting a zero zero tolerance stance for fo r v iolations iolations of the anti-harassment, anti-discrimination, anti-discrimination, and anti-retaliation policies policies no matter the lev el or performanc perfo rmance e of the perpetrator. Combined with with consistent c onsistent and and equal application of Uber’s policies at all lev els of the organization, o rganization, this will increase employ ees’ trust in Human Human Resources Resourc es and management.
B.
Prohibit Romantic or Intimate Relationships Between Individuals in a Reporting Reporting Relationship Relationshi p. Uber should deve lop specific and clear guidance concerning conc erning appropriate workplace relationships, relationships, including making clear that any type ty pe of romantic or intimate relationship between indiv indiv iduals in a reporting re porting relationship (either (either direct or indirect) is prohibited. If employ ees in a reporting repor ting relationship find themselv themselves es in a romantic or intimate relationship, they must be required to immediately report repor t it so that that appropriate appro priate action can be taken, including making sure that the indiv indiv iduals are not in any type ty pe of reporting relationship (direct (direct or indirect) going forward. for ward. Although it is not realistic to prohibit all ro mantic and intimate intimate relationships in the wor kplace, it should be emphasized emphasized more generally that with respect r espect to such suc h relationships, Uber will not not tolerate any f orm of harassment, discrimination, discrimination, or retaliation.
9
C.
Institute and Enforce Clear Guidelines on Alcohol Consumption and the Use Use of Controlled Substances. Substances. Uber should take steps to provide prov ide clear guidelines about acceptable and unacceptable uses of alcohol alcoho l and strictly prohibit the use of controlled c ontrolled substances, including including prohibiting consumption consumption of alcohol alc ohol during core co re work hours ho urs and prohibiting consumption of non-prescription non-prescription controlled contro lled substances substances during during core work hours, hour s, at work work ev ents, or at other work-sponsored events. With respect respec t to alcohol alcohol consumption at after-hours after-hour s work ork events ev ents and at other o ther work-sponsored even ev ents, ts, Uber should co nsider nsider limiting the budget available to managers managers for alcohol purchases, restrict restrict reimbursem reimbursement ent for alcohol-related alcohol-re lated events, and include include training for managers managers on appropriate ev ents for retreats retr eats and and out-of-work event ev ents. s. Uber should also also encourage responsible responsible drinking, which which c an include limiting limiting the amount of alcohol that is available in the office, off ice, de-emphasizing de-emphasizing alcohol as a component of work ev ents, and otherwise taking appropriate ac tion to discipline and address inappropriate inappropriate employ ee conduct fueled fuele d by alcohol consump consumption. tion. Uber should support support work ev ents in which alcohol is not a strong component co mponent to ensure ensure that employees employee s who do not partake in consumption c onsumption of alcohol still have o pportunities to engage in networking and team building activ ities.
D.
Remove Transfer Barriers. Barriers. In o rder to prevent abuse abuse of the internal internal transfer transfer process, proc ess, Uber should take several sev eral actions. Uber should post post job openings openings acro across ss the c ompany ompany so that all employ employ ees are aware of and can apply for transfer transfer opportunities, including opportunities opportunities to transfer teams. Uber should also modify the transfer transfe r request process proc ess to eliminate the manner manner in which performance perfo rmance is factored into the transfer request—f or example, example, adopt a policy whereby employees may be permitted to transfer transfer at least once during during a pre-determined period of time (such (such as the first year y ear of employ ment) without regard to perfo pe rformance rmance (provided (provided they have the requisite skills and and there is an appropriate opening elsewhere in the company). c ompany). Uber should also also have each transfer request be rev r eviewed iewed by an independent evaluator, ev aluator, preferably an employee employ ee in Human Human Resources. Resourc es. An individual individual evaluator can c an determine whether whether the employ ee is requesting a transfer for reasons relating to a difficult diffic ult or divisive divisiv e work env env ironment, or if a supervisor is attempting to bloc block k a transfer for improper purposes. T his process proc ess will will help help to both regularly re gularly monitor cultural cultural issues and prev pre v ent discriminatory discriminatory c onduct onduct from affecting workplace decisions. decisions. T o the ex tent possible, possible, Uber should track all transfer requests in order to monitor the patterns of such requests and and to rev iew the transfer transfer request history of specific employees employ ees if needed or appropriate, for example, e xample, to assess assess the consistency and impact of the grant or denial of requests. re quests.
E.
Modify Uber’s Performance Review Process. Process . In order to avoid unfair unfair application and restore employee e mployee trust in the performance ev aluation aluation system, Uber should take steps to eliminate eliminate bias and misuse of the performance perfo rmance review process. proc ess. Recognizin Reco gnizing g that Liane Liane Hornsey has made made progress progr ess in addressing addressing the performance perfo rmance review system sy stem,, the Board should consider the following follo wing in that process. proc ess. Uber should emphasize emphasize individual goal-setting and continuous feedback. feedbac k. Goal-setting helps employ employ ees identify specific targets that that are in line line with their managers’ managers’ expectatio ex pectations ns and the company’s needs needs and eliminates eliminates subjectiv ity. Continuous feedback will will also eliminate eliminate surprise during during performance perfo rmance evaluations evaluations and help prev ent employees from fr om needlessly missing benchmarks. Managers should be required to meet one-on-one with their direct 10
reports report s on a regular and and frequent freque nt basis, basis, and should themselv themselves es be measured measured on achiev ing this requirement. Uber should also increase transparency in the performance perfo rmance evaluation evaluation proc process. ess. Without a transparent transparent explanation of the rev iew proc process, ess, employees employees are often left to guess about the reasons for a bad rev iew. T o increase transparency, transparency, Uber should should identify company company and organization targets and measure individual goals again against st those targets. Uber should further strive striv e to eliminate subjectiv ity and bias from the perf ormance evaluation ev aluation process. Checks Check s and and balances, balances, unconscious unco nscious bias training, training, and an independent committee co mmittee or blind rev iew process together ccould ould help to alleviate subjectiv ity in performanc perfo rmancee review rev iews. s. Uber should also make participation in efforts eff orts to improv e Uber’s workplace culture a metric against against which which employees employ ees are measured, in order to ensure that employe e mployees es receive recognition and and reward when they are making time to contribute to Uber’s succ success ess in ways that are outside the “core” “cor e” duties of their position. Devoting Devo ting time to an Employ Employee ee Resource Group, a diversity div ersity initiati initiativ v e, or the “Bar Raiser” program, program, for fo r ex ample, ample, should be recognized reco gnized as a v alue to the company in the perfo rmance review process. proc ess. Finally, Finally, Uber should end the current curr ent practice practic e of calibration. calibration. Calibration applies a force fo rced d curve that dimini diminishes shes the impact of data, can heighten the impact of subjectiv ity, and introduces an element of randomness into into the review rev iew process. proc ess. It has been used used and rejected rejec ted by major compani companies es that have found fo und it ineffec tive and detrimental to employee employe e morale. If the performance perfor mance evaluation evaluation process proc ess is based on objectivity ob jectivity and data, then there should should be no need to for force ce calibration into the process proc ess and unnecessarily downgrade or dev alue otherwise solid performers.
I X.
F.
Make Promotion Requirements Clearer. A formal process for self-nominations and peer/manager-nomin pee r/manager-nomination ationss submitted to an independent committee will bring more legitimacy and fairness to the promotion process proc ess..
G.
Flexible Work . Uber should consider adopting flex ible ible work arrangements, including a policy of o f permittingroutine permitting routine and regular remote work in appro appropriate priate circumstan circ umstances, ces, to help attract and retain employ employ ees with children and other outside obligations, and and to ease the burden of commuting to Uber’s urban offices, off ices, thereby increasing the chance that Uber can draw applicants applicants from a wider geographic area.
H.
Catered Dinner. Dinner. Uber should consider consider moving the the catered dinner dinner it offers to a time when this benefit benef it can be utilized by a broader bro ader group of employees, including including employees employ ees who have spouses or families waiting waiting for them at home, and that signals an earlier end to the work day. day .
I.
Even Application of Policies and Practices Practices.. Policies Polic ies and and practices practic es should be applied consistently throughout the organization. No special special treatment shoul should be given to any employ employee, ee, regardless of level, tenure, or past performanc perfo rmance. e.
Address Address Employ Employ ee Retentio Retention n . Significant consideration consideration should be given to evaluating ev aluating the reasons that employees employ ees are motivat motiv ated ed to leave and addressing key drivers driv ers of employee employ ee turnover. Uber should engage a consultant or undertake internal surveys surv eys to identify and address attrition that that is higher than expec e xpec ted, across the company or within specific organizations. Required ex it interviews interviews with with neutral third parties (such as Human Human Resourc es representatives) representatives) should be instituted as one method for fo r ev aluating an an 11
employee’s employ ee’s decision to leave leav e and identifying identify ing trends in employ employee ee turnover, particularly particularly among employees employ ees Uber would prefe preferr to retain.
X.
Review and Assess Uber’s Pay Practices. Practices . Uber should comprehensively audit audit and rev iew its practices, practic es, including for compliance c ompliance with state and federal equal pay laws, to ensure compensation is set for f or legitimate business-related business-related reasons. Although Uber is currently curr ently undertaking this audit audit through the use of an outside law firm, a broader cross-section cro ss-section of senior management management should engage engage directly direc tly with the outside law firm to support support the effort eff ort and implem implementati entation. on. T o ensure that Uber truly appreciates the the v alue of equitable pay , members of senior management and the Compensation Committee Committee of the Board Boar d of Direc Directors tors should be tasked with participating in this rev iew, and and overseeing ove rseeing and responding to the t he recommendations of the outside law firm on pay, to ensure a tone of support and a culture of compliance c ompliance for the work that is is being done.
12
