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- 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.” 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 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 and former
- employees who shared a broad range of perspectives. Covington interviewed 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 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.
- RECOMMENDAT IONS
- We recommend that Uber focus on four prevailing themes with regard to taking the
- following remedial measures: tone at the top, trust, transformation, and accountability.
- I.
- Changes to Senior Leadership
- A.
- Review and Reallocate the Responsibilities of Travis Kalanick. The
- Board should evaluate the extent to which some of the responsibilities that
- Mr. Kalanick has historically possessed should be shared or given outright to
- other members of senior management. The search for a Chief Operating Officer
- should address this concern to some extent.
- B.
- Use the Chief Operating Officer Search to Identify Candidates Who
- Can Help Address T hese Recommendations. The Board should continue
- Uber’s efforts to bring in a Chief Operating Officer who will act as a full partner
- with the CEO, but focus on day-to-day operations, culture, and institutions within
- Uber. The Board should develop a position description that provides clear lines
- of demarcation between the role that the Chief Operating Officer will be required
- to play as compared to the role that Mr. Kalanick will play as CEO. Some of the
- skills and experiences the Board should look for in a COO include: candidates
- with backgrounds in diversity and inclusion and candidates who are themselves
- diverse; candidates with experience dealing with organizations that have
- complicated labor and operational structures; and candidates with experience in
- improving institutional culture. Candidates who possess these skills and
- experiences will reinforce the actions resulting from other recommendations,
- including recommendations relating to tone at the top and the need to focus on
- diversity and inclusion at Uber.
- C.
- Use Performance Reviews to Hold Senior Leaders Accountable. Uber
- should establish key metrics to which its leaders will be held accountable in the
- performance review process. This would include, for example, metrics that are
- tied to improving diversity, responsiveness to employee complaints, employee
- satisfaction, and compliance.
- D.
- Increase the Profile of Uber’s Head of Diversity and the Efforts of His
- Organization. An empowered senior leader who is responsible for diversity
- and inclusion is key to the integrity of Uber’s efforts. Uber should elevate the
- visibility of the current Head of Diversity, Bernard Coleman, and emphasize the
- outreach component of Mr. Coleman’s position. Uber should increase the
- activities and communications of Mr. Coleman’s team. As part of these
- communications, the Head of Diversity could send updates to employees
- regarding the company’s diversity efforts, engage in outreach efforts to Uber
- employees and affinity groups at Uber, and serve as a resource for senior
- management and rank-and-file employees alike with respect to diversity and
- inclusion. In addition, the position should be renamed the “Chief Diversity and
- Inclusion Officer,” and the position should report directly to the CEO or the COO.
- This action is intended to reflect the elevated status of this role and demonstrate
- the company’s commitment to this issue. It is equally important that the role
- address both diversity and inclusion. Diversity is generally viewed as focusing on
- the presence of diverse employees based on religion, race, age, sexual orientation,
- gender, and culture. Inclusion, on the other hand, focuses not just on the
- presence of diverse employees, but on the inclusion and engagement of such
- employees in all aspects of an organization’s operations.
- E.
- II.
- Employment Actions. The Human Resources organization should take
- employment actions delegated to the Human Resources organization by the
- Board and Special Committee.
- Enhance Board Oversight
- A.
- Enhance the Independence of the Board. The Board should be
- restructured to include additional independent Board seats. These additional
- Board members should be directors with meaningful experience on other boards
- who can exercise independent oversight of Uber’s management.
- B.
- Install an Independent Chairperson of the Board. The Board should
- consider the appointment of an independent Chairperson. The use of an
- independent Chairperson is viewed by many governance experts as a best
- practice, particularly where there is a desire to enhance the level of Board
- oversight. An independent Chairperson could address several of these
- recommendations, particularly the need to serve as an independent check on
- Uber’s management and the need to demonstrate to Uber’s employees, partners,
- and customers that the Board is taking the investigation and the need for
- governance reform seriously.
- C.
- Create an Oversight Committee. The Board should create an Oversight
- Committee. For example, the Board could create an Ethics and Culture
- Committee or a similar body. A committee of this nature could be organized as a
- standing committee of the Board, the purpose of which is to oversee Uber’s
- efforts and enhance a culture of ethical business practices, diversity, and
- inclusion within the organization. The activities of the committee could involve
- meeting with senior members of management who are responsible for ethics,
- Compliance, Human Resources, and risk. This committee could establish and
- monitor metrics that are intended to measure compliance with Uber’s business
- values, and the promotion of an ethical and inclusive environment. Alternatively,
- this committee could focus solely on Uber’s remediation of recent issues.
- D.
- Use Compensation to Hold Senior Leaders Accountable. The Board
- should consider incorporating ethical business practices, diversity and inclusion,
- and other values from Uber’s Business Code of Conduct into its executive
- compensation program. Experience shows that compensation provides a
- powerful tool for creating incentives for behavior, and reinforcing a company’s
- values. Many leading companies have incorporated similar metrics into the
- compensation packages for senior executives as a way of ensuring that their
- compensation practices reward conduct that is consistent with the cultural
- environment that they hope to create. Key members of senior management could
- be subjected to a probation period during which they must achieve certain
- minimum levels of performance in order to retain their compensation awards or
- to continue employment with Uber.
- 2
- E.
- III.
- Nominate a Senior Executive Team Member to Oversee
- Implementation of any Recommendations. Uber should nominate a
- member of the Senior Executive Team to be responsible for the assessment and
- implementation of these recommendations, overseen by a Board-level
- committee. This executive should be chosen carefully, and care should be taken
- to appoint someone who is viewed positively by the employees. This person
- should be given full authority and an appropriate budget to implement these
- recommendations, including through the retention of appropriate consultants
- and experts, and should report directly to the Board of Directors concerning
- Uber’s progress toward implementation. This executive should form a committee
- to prioritize and set timelines for the implementation of these recommendations,
- and the first report back to the Board should be within three months.
- Internal Controls
- A.
- Implement Enhancements to the Audit Committee. The Board should
- take steps to enhance the size, role, and independence of the Audit Committee.
- The audit committee is generally viewed by private and public companies as a
- committee that is responsible for overseeing a company’s financial controls, risk
- management, regulatory compliance, and compliance with a company’s code of
- conduct. Uber’s Audit Committee could be enhanced through an expansion of
- the Audit Committee to include more independent directors and a clear
- articulation of the oversight role that the Audit Committee is intended to play,
- both of which could improve the Audit Committee’s ability to oversee Uber’s
- management. Key among the potential roles that the Audit Committee could play
- is to have a direct reporting line from Uber’s Compliance organization, an
- appointed ombudsman, and/or Uber’s internal auditor. The purpose of this
- structure would be to ensure that the person(s) playing those roles will have the
- ability to bring significant compliance or harassment issues to the attention of the
- Audit Committee without having to go through management or the CEO. The
- Audit Committee could also be empowered to oversee a response to any such
- issues, including a potential investigation, if warranted.
- B.
- Implement Enhancements to Uber’s Internal Controls. Uber should
- take steps to enhance its internal controls with respect to policy compliance. In
- particular, Uber should review its policies and procedures with respect to travel
- and expense reimbursements and enhance such policies to ensure that items that
- are inconsistent with Uber policies and procedures are not reimbursable and not
- reimbursed, and that proper controls are put in place to ensure compliance. For
- example, these procedures should require that Uber personnel at every level of
- the organization submit receipts as a condition to receiving reimbursement.
- Following these changes, Uber should provide training to senior management
- and other employees regarding these new policies and procedures.
- C.
- Human Resources Record-Keeping. Uber should ensure it has appropriate
- tools, including complaint tracking software, to keep better track of complaints,
- personnel records, and employee data. For example, if a complaint is
- substantiated but results in discipline other than termination of employment,
- relevant stakeholders should be able to easily identify whether prior complaints
- have been lodged to ensure that appropriate action is taken with respect to repeat
- offenders. Likewise, senior managers should be able to track whether certain
- 3
- organizations or managers give rise to multiple complaints such that intervention
- with the manager is needed. Uber should also emphasize the importance of
- record-keeping to all Human Resources staff, and impose consequences for
- failure to adhere to record-keeping requirements.
- D.
- T rack Agreements with Employees. All settlement and separation
- agreements with employees should be logged and tracked to ensure proper
- record-keeping, compliance with the agreements, and consistency in terms.
- IV.
- Reformulate Uber’s 14 Cultural Values. Uber should reformulate its written
- cultural values because it is vital that they reflect more inclusive and positive behaviors.
- To achieve this reformulation of the values, there are several steps Uber should
- undertake: work with an established and respected organization that is experienced in
- organizational change to restate the values with significant input from employees;
- consider further defining the values in a manner more accessible to and more easily
- understood by employees; adopt values that are more inclusive and contribute to a
- collaborative environment, including emphasizing teamwork and mutual respect, and
- incorporating diversity and inclusiveness as a key cultural value, not just as an end in
- itself, but as a fundamental aspect of doing good business; reduce the overall number of
- values, and eliminate those values which have been identified as redundant or as having
- been used to justify poor behavior, including Let Builders Build, Always Be Hustlin’,
- Meritocracy and Toe-Stepping, and Principled Confrontation; and encourage senior
- leaders to exhibit the values on a daily basis and to model a more collaborative and
- inclusive Uber culture. Leaders who embody these values should be part of the process
- of redefining Uber’s values and should be role models for other leaders within the
- company. All of Uber’s senior leaders should be responsible for embracing and
- communicating the reformulated values to employees.
- V.
- T raining
- A.
- Mandatory Leadership Training For Key Senior Management/Senior
- Executive Team Members. It is critical that senior leaders at Uber receive
- leadership coaching. Uber should engage a consultant who is respected in the
- field of inclusive leadership and has worked at the top levels of sophisticated
- companies to undertake training and coaching of all Senior Leaders. Sufficient
- time and resources should be devoted to both the selection of the consultant and
- the training itself. This training can be done as either standalone training, or as
- part of broader leadership coaching and training. There are several key
- components to this coaching: training to exhibit and model inclusive leadership
- and to combat implicit bias; training to encourage a culture in which everyone
- gets heard in a manner in which they are comfortable and employees feel safe to
- propose ideas; training that covers fundamental skills necessary for effective
- management as a senior leader, particularly in an organization of Uber’s size,
- including how to effectively set organizational goals, how to lead employees, how
- to be aware of and implement necessary corporate controls, and how to identify
- and flag breakdowns in corporate controls; and incorporating the subject matter
- of the training as a competency against which senior leaders are measured
- year-over-year as part of their performance reviews.
- B.
- Mandatory Human Resources Training. Uber should train Human
- Resources personnel on the effective handling of complaints, including the
- 4
- proper and thorough investigation of complaints of harassment, discrimination,
- or retaliation, as well as the appropriate documentation of investigations and
- record-keeping, and develop policies and processes relating to record-keeping.
- Training should include how to identify when employee complaints or
- disciplinary decisions should be escalated to the Legal organization for review.
- VI.
- C.
- Mandatory Manager T raining. As with leadership, we recommend
- significant training for managers, particularly new or first-time managers. Uber
- should adopt a comprehensive, live, required training program for all managers
- that is updated and repeated at regular intervals. Training should focus on
- diversity, inclusion, and unconscious bias (in line with training offered to senior
- leaders), but should also cover important fundamental skills necessary for
- effective management, including how to communicate with and value all
- employees, maintain a proper managerial relationship, provide constructive
- feedback to employees, help employees set personal career goals, appropriately
- evaluate employee performance according to the company’s values, consistently
- apply the company’s transfer and promotion policies, and handle
- performance-related issues and complaints of unfair treatment. Any program
- should also include training on general Human Resources issues, equal
- employment opportunity and bias, harassment, discrimination, and retaliation
- policy compliance, and record-keeping. Training should include programs to
- help managers and Human Resources employees recognize legal issues and learn
- how to elevate them to the Legal organization when necessary and appropriate.
- D.
- Interview Training. Uber should require employees who routinely interview
- candidates, including all “Bar Raisers,” to undergo training on interviewing skills,
- conducting inclusive interviews, and unconscious bias. This training is best
- conducted in person and attendance should be tracked. Uber should standardize
- the interview process, including both the questions asked, evaluation of the
- candidate following the interviews, and the method of providing feedback.
- Improvements to Human Resources and the Complaint Process
- A.
- An “Owner” of Resources-Related Policies Should be Identified or
- Hired. An “owner” of Human Resources-related policies should be identified or
- hired—an individual responsible for drafting new policies and updating existing
- policies, through whom all updates to the policies flow, and who also serves as a
- repository of critical information relating to Uber’s policies and practices.
- B.
- Increase Management Support for Human Resources. Senior leadership
- at Uber should publicly support and embrace the value of Human Resources not
- only as a recruiting organization, but as an organization that works to protect and
- retain Uber’s most important asset: its people. It is critical to the goal of
- establishing trust that Human Resources be seen as vested with true authority to
- act on all issues affecting employees. Leadership needs to further demonstrate its
- support by following through on recommendations made by Human Resources
- with respect to employment-related actions and ensuring that Human Resources
- is properly resourced with financial support and personnel to properly carry out
- its role. Uber should consider adopting a zero-tolerance policy for substantiated
- complaints of discrimination and harassment, without regard to whether an
- employee is a “high performer” or a long-term employee.
- 5
- C.
- Provide a Robust and Effective Complaint Process. To address
- harassment, discrimination, and retaliation in the workplace, it is imperative that
- there be an effective complaint process in place for employees to escalate issues.
- Complaints should also be properly tracked and addressed as efficiently and
- quickly as possible. Uber should enhance communication to employees
- concerning how and to whom they can raise complaints about harassment,
- discrimination, and retaliation. Uber should develop and communicate multiple
- avenues for lodging a complaint, including an employee’s immediate manager or
- next-level manager, the organization’s Human Resources Business Partner, or
- the Integrity Helpline. This encourages employees who may otherwise fear
- retaliation to come forward, knowing that there are multiple avenues they can
- utilize if they have a concern. Finally, Uber should ensure appropriate processing
- and tracking of complaints and invest in appropriate Human Resources tools,
- including complaint tracking software that is robust, secure, and accessible by
- those who need information on a need-to-know basis. This will help ensure that
- complaints are dealt with promptly, appropriately, and consistently, and will lead
- to better tracking and data collection.
- D.
- Establish Protocols with Respect to Escalating Complaints. Uber should
- establish protocols with respect to escalating complaints that require
- investigation. There should be clear guidelines for managers and Human
- Resources Business Partners so that it is clear to everyone when a complaint
- should be further investigated and addressed. Uber should also establish
- protocols 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
- harassing or discriminatory conduct but does not result in termination should be
- brought to the attention of the Legal organization; likewise, any termination
- involving an employee who has raised any concerns of harassment,
- discrimination or retaliation, is in a protected category, has taken any protected
- leave, or has requested a workplace accommodation for a disability should be
- elevated for review by the Legal organization before it is effectuated.
- E.
- Devote Adequate Staff and Resources to Human Resources. Uber
- should engage a Human Resources consultant to provide input on the
- appropriate structure and size of the Human Resources organization and, at a
- minimum, prioritize an increase in the headcount for Human Resources Business
- Partners across Uber’s various regions. According to an analysis by the Society
- for Human Resource Management, the average number of Human Resources
- Business Partners for a company of Uber’s size is approximately 57. Uber should
- quickly manage out poor performers within the Human Resources organization.
- VII. Diversity and Inclusion Enhancements
- A.
- Establish an Employee Diversity Advisory Board. Uber should consider
- establishing an employee diversity advisory board, comprised of members of each
- of Uber’s Employee Resource Groups, to ensure consistency across diversity
- efforts and funnel input and ideas to the Head of Diversity. This could be in
- addition to or in lieu of an oversight committee. This board could help ensure
- consistency across diversity efforts and funnel employee feedback to the Head of
- Diversity and his staff.
- 6
- B.
- Regularly Publish Diversity Statistics. The Head of Diversity (or Chief
- Diversity and Inclusion Officer) should set goals with respect to annual
- improvements in diversity and regularly publish data on Uber’s diversity and
- inclusion numbers to judge how the company is meeting its goals. This should
- also include diversity statistics of new recruits each year and goals for improving
- diversity year-over-year among recruitment of underrepresented populations
- across the company and in various programs and organizations. The Head of
- Diversity should also publicize the company’s initiatives, accomplishments, and
- areas still needing improvement.
- C.
- T arget Diverse Sources of Talent. Uber should target diverse sources of
- talent, including alternative and non-traditional sources of recruiting, and
- develop deeper partnerships with Historically Black Colleges and Universities
- and Hispanic-Serving Institutions.
- D.
- Utilize Blind Resume Review. Uber should engage in blind resume review.
- Blind resume review eliminates any indicia of gender or ethnic background,
- including name and personal information, so that the reviewer has access only to
- the candidate’s substantive skills and experience. Likewise, if possible, Uber
- should utilize blind review of the exercises required for candidates in technical
- and engineering positions.
- E.
- Adopt a Version of the “Rooney Rule.” Uber should utilize the Rooney Rule
- for women and other underrepresented populations for key positions, wherein
- each pool of candidates interviewed for each identified position includes at least
- one woman and one member of an underrepresented minority group, thereby
- ensuring that members of the populations currently underrepresented in Uber’s
- workplace are interviewed with appropriate consistency. The Rooney Rule has its
- origins in the National Football League. It requires NFL franchisees to interview
- at least one minority candidate for all head coach and general manager positions.
- The success of the Rooney Rule is documented, with research showing a
- noticeable increase in the number of minority head coaches hired since its
- adoption. 1 Uber should include at least one woman and/or member of a
- population currently underrepresented on each applicant interview panel—not
- just the panels for diverse applicants—to ensure diverse perspectives in the
- feedback and evaluation of candidates for positions at Uber and to reduce the
- potential impact of unconscious bias.
- F.
- Adopt and Promote a Sponsorship Program. Uber’s diversity efforts
- would benefit greatly from the establishment of a sponsorship program. A
- “sponsor” is an employee who is in a position to promote the success of a more
- junior employee, or protégé, within the company, and does so. Sponsorship
- relationships positively affect pay, retention, ambition, and career advancement.
- By establishing a sponsorship program, Uber will better engage top performers
- Christina Passariello, “Tech Firms Borrow Football Play to Increase Hiring of Women,” Wall
- Street Journal, September 27, 2016, https://www.wsj.com/articles/tech-firms-borrow-footballplay-to-increase-hiring-of-women-1474963562; Janice F. Madden and Matthew Ruther, “Has
- the NFL Rooney Rule’s Efforts “Leveled the Field” for African American Head Coach
- Candidates?”, Penn State Journal of Sports Economics (2010),
- http://repository.upenn.edu/cgi/viewcontent.cgi?article=1019&context=psc_working_papers.
- 1
- 7
- and strong managers to lead junior employees, helping to guide their successful
- career development within the company. Uber must take several steps to
- incorporate any such initiative into its culture, including: building awareness for
- the program; targeting key populations that can benefit from the program;
- creating pathways to lead people towards embracing the program; identifying
- senior leadership to participate and act as sponsors; educating sponsors on the
- program’s goals, the benefit of communicating experience to protégés, and the
- benefit of active participation in the program; educating potential protégés on the
- program, urging them to participate, and not merely assigning sponsors and
- protégés, but instead giving discretion to sponsors to choose one or more
- protégés to sponsor from among a group of high-performing, mid-level
- employees that the company has targeted for retention; and making sure to
- implement active program administration that includes continued education and
- oversight. In addition to incorporating the sponsorship program into its culture,
- Uber must also develop the program’s structure. Beyond merely pairing sponsors
- and protégés, a formal sponsorship program should consist of guidelines for the
- program and resource materials for the participants, as well as timelines for
- reviewing the program’s effectiveness and methods for ensuring that sponsors
- take their role seriously, such as incorporating sponsorship in performance goals
- or incentive compensation.
- G.
- Recognize and Support Employee Diversity Efforts. Uber should
- recognize and support efforts that employees undertake to improve Uber’s
- workplace environment through the performance review process. Uber should
- consider adopting a requirement or recommendation that employees spend a
- portion of their time on “non-core” job duties devoted to contributing to Uber’s
- workplace environment, such as devoting time to an Employee Resource Group,
- a diversity initiative, or the “Bar Raiser” program. Participation in these efforts
- should be credited in the performance review process to ensure that employees
- receive recognition and reward when they are making time to contribute in this
- valuable way to Uber’s success.
- H.
- Recognize Managers for their Diversity Efforts. Managers who are
- achieving success with diversifying their organizations should be recognized
- across the company and their skills and techniques used as a platform to train
- other managers.
- I.
- Review Benefits Offerings. Uber should review its benefits and adopt policies
- and benefits that are known to attract and retain a more diverse workforce. This
- includes, for example, parental leave policies that provide parity in leave
- regardless of whether the person taking leave is a birth mother or father and
- regardless of whether the child is a natural born, adopted, or foster child, or
- modification of leave policies to distinguish between “primary caregivers” and
- “secondary caregivers” rather than between mothers and fathers. Additional
- consideration should be given to policies that govern “off-ramping” to parental
- leave and “on-ramping” back into the workplace to ensure consistent and fair
- treatment of parents taking leave.
- J.
- Unconscious Bias Review. Uber should continue to review company
- communications and materials used in the hiring process (and elsewhere in the
- company), as Uber has done for job descriptions, to reduce bias in written
- company materials.
- 8
- K.
- Coordinate Efforts. To the extent that any offices are engaging in their own
- independent efforts with respect to diversity and inclusion, Uber should require
- that all offices obtain approval for these initiatives through the Head of Diversity.
- This will help to coordinate diversity and inclusion efforts throughout the
- organization and allow Uber to conduct a legal review of any independent
- initiatives.
- L.
- Solicit Feedback from Employees. The company should consider repeating
- online, anonymous focus groups with a reputable consultant on a regular basis in
- order to provide a further forum for employees to more broadly share their
- feedback outside of static surveys, learn from and understand the concerns of
- other employees, and gauge employee opinion of ongoing diversity and inclusion
- efforts year-over-year. The results from these groups should be made available
- within the company.
- VIII. Changes in Employee Policies and Practices
- A.
- EEO Policies. Uber should update its discrimination and harassment policies
- to be clear that any conduct that appears to be based on a person’s protected
- characteristic is prohibited, even if it is not unlawful. Policies should also be clear
- that managers must immediately report instances of discrimination, harassment,
- or retaliation of which they become aware to their Human Resources Business
- Partner for further investigation. Policies should clearly state that employees are
- protected from harassment not only by other employees, but also non-employees
- such as vendors, clients, contractors, and other third-parties. Human Resources
- should emphasize the importance of adhering to the existing policies and codes of
- conduct for work events such as offsite conferences and meetings, including those
- held at hotels and resorts. It should not be necessary to draft separate policies for
- these events. Policies should be applied consistently throughout the
- organization. No special treatment should be given to any employee, regardless
- of level, tenure, or past performance. Uber should consider adopting a zero
- tolerance stance for violations of the anti-harassment, anti-discrimination, and
- anti-retaliation policies no matter the level or performance of the perpetrator.
- Combined with consistent and equal application of Uber’s policies at all levels of
- the organization, this will increase employees’ trust in Human Resources and
- management.
- B.
- Prohibit Romantic or Intimate Relationships Between Individuals in a
- Reporting Relationship. Uber should develop specific and clear guidance
- concerning appropriate workplace relationships, including making clear that any
- type of romantic or intimate relationship between individuals in a reporting
- relationship (either direct or indirect) is prohibited. If employees in a reporting
- relationship find themselves in a romantic or intimate relationship, they must be
- required to immediately report it so that appropriate action can be taken,
- including making sure that the individuals are not in any type of reporting
- relationship (direct or indirect) going forward. Although it is not realistic to
- prohibit all romantic and intimate relationships in the workplace, it should be
- emphasized more generally that with respect to such relationships, Uber will not
- tolerate any form of harassment, discrimination, or retaliation.
- 9
- C.
- Institute and Enforce Clear Guidelines on Alcohol Consumption and
- the Use of Controlled Substances. Uber should take steps to provide clear
- guidelines about acceptable and unacceptable uses of alcohol and strictly prohibit
- the use of controlled substances, including prohibiting consumption of alcohol
- during core work hours and prohibiting consumption of non-prescription
- controlled substances during core work hours, at work events, or at other
- work-sponsored events. With respect to alcohol consumption at after-hours work
- events and at other work-sponsored events, Uber should consider limiting the
- budget available to managers for alcohol purchases, restrict reimbursement for
- alcohol-related events, and include training for managers on appropriate events
- for retreats and out-of-work events. Uber should also encourage responsible
- drinking, which can include limiting the amount of alcohol that is available in the
- office, de-emphasizing alcohol as a component of work events, and otherwise
- taking appropriate action to discipline and address inappropriate employee
- conduct fueled by alcohol consumption. Uber should support work events in
- which alcohol is not a strong component to ensure that employees who do not
- partake in consumption of alcohol still have opportunities to engage in
- networking and team building activities.
- D.
- Remove Transfer Barriers. In order to prevent abuse of the internal transfer
- process, Uber should take several actions. Uber should post job openings across
- the company so that all employees are aware of and can apply for transfer
- opportunities, including opportunities to transfer teams. Uber should also
- modify the transfer request process to eliminate the manner in which
- performance is factored into the transfer request—for example, adopt a policy
- whereby employees may be permitted to transfer at least once during a
- pre-determined period of time (such as the first year of employment) without
- regard to performance (provided they have the requisite skills and there is an
- appropriate opening elsewhere in the company). Uber should also have each
- transfer request be reviewed by an independent evaluator, preferably an
- employee in Human Resources. An individual evaluator can determine whether
- the employee is requesting a transfer for reasons relating to a difficult or divisive
- work environment, or if a supervisor is attempting to block a transfer for
- improper purposes. This process will help to both regularly monitor cultural
- issues and prevent discriminatory conduct from affecting workplace decisions.
- To the extent possible, Uber should track all transfer requests in order to monitor
- the patterns of such requests and to review the transfer request history of specific
- employees if needed or appropriate, for example, to assess the consistency and
- impact of the grant or denial of requests.
- E.
- Modify Uber’s Performance Review Process. In order to avoid unfair
- application and restore employee trust in the performance evaluation system,
- Uber should take steps to eliminate bias and misuse of the performance review
- process. Recognizing that Liane Hornsey has made progress in addressing the
- performance review system, the Board should consider the following in that
- process. Uber should emphasize individual goal-setting and continuous
- feedback. Goal-setting helps employees identify specific targets that are in line
- with their managers’ expectations and the company’s needs and eliminates
- subjectivity. Continuous feedback will also eliminate surprise during
- performance evaluations and help prevent employees from needlessly missing
- benchmarks. Managers should be required to meet one-on-one with their direct
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- reports on a regular and frequent basis, and should themselves be measured on
- achieving this requirement. Uber should also increase transparency in the
- performance evaluation process. Without a transparent explanation of the
- review process, employees are often left to guess about the reasons for a bad
- review. To increase transparency, Uber should identify company and
- organization targets and measure individual goals against those targets. Uber
- should further strive to eliminate subjectivity and bias from the performance
- evaluation process. Checks and balances, unconscious bias training, and an
- independent committee or blind review process together could help to alleviate
- subjectivity in performance reviews. Uber should also make participation in
- efforts to improve Uber’s workplace culture a metric against which employees are
- measured, in order to ensure that employees receive recognition and reward
- when they are making time to contribute to Uber’s success in ways that are
- outside the “core” duties of their position. Devoting time to an Employee
- Resource Group, a diversity initiative, or the “Bar Raiser” program, for example,
- should be recognized as a value to the company in the performance review
- process. Finally, Uber should end the current practice of calibration. Calibration
- applies a forced curve that diminishes the impact of data, can heighten the
- impact of subjectivity, and introduces an element of randomness into the review
- process. It has been used and rejected by major companies that have found it
- ineffective and detrimental to employee morale. If the performance evaluation
- process is based on objectivity and data, then there should be no need to force
- calibration into the process and unnecessarily downgrade or devalue otherwise
- solid performers.
- IX.
- F.
- Make Promotion Requirements Clearer. A formal process for
- self-nominations and peer/manager-nominations submitted to an independent
- committee will bring more legitimacy and fairness to the promotion process.
- G.
- Flexible Work. Uber should consider adopting flexible work arrangements,
- including a policy of permitting routine and regular remote work in appropriate
- circumstances, to help attract and retain employees with children and other
- outside obligations, and to ease the burden of commuting to Uber’s urban offices,
- thereby increasing the chance that Uber can draw applicants from a wider
- geographic area.
- H.
- Catered Dinner. Uber should consider moving the catered dinner it offers to a
- time when this benefit can be utilized by a broader group of employees, including
- employees who have spouses or families waiting for them at home, and that
- signals an earlier end to the work day.
- I.
- Even Application of Policies and Practices. Policies and practices should
- be applied consistently throughout the organization. No special treatment should
- be given to any employee, regardless of level, tenure, or past performance.
- Address Employee Retention. Significant consideration should be given to
- evaluating the reasons that employees are motivated to leave and addressing key drivers
- of employee turnover. Uber should engage a consultant or undertake internal surveys to
- identify and address attrition that is higher than expected, across the company or within
- specific organizations. Required exit interviews with neutral third parties (such as
- Human Resources representatives) should be instituted as one method for evaluating an
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- employee’s decision to leave and identifying trends in employee turnover, particularly
- among employees Uber would prefer to retain.
- X.
- Review and Assess Uber’s Pay Practices. Uber should comprehensively audit and
- review its practices, including for compliance with state and federal equal pay laws, to
- ensure compensation is set for legitimate business-related reasons. Although Uber is
- currently undertaking this audit through the use of an outside law firm, a broader
- cross-section of senior management should engage directly with the outside law firm to
- support the effort and implementation. To ensure that Uber truly appreciates the value
- of equitable pay, members of senior management and the Compensation Committee of
- the Board of Directors should be tasked with participating in this review, and overseeing
- and responding to the recommendations of the outside law firm on pay, to ensure a tone
- of support and a culture of compliance for the work that is being done.
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