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.

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 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
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 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
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 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

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 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
10

 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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