The Holder Report on Uber

1. 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.

2. RECOMMENDATIONS
We recommendthat Uber focusonfour prevailingthemeswith regardto taking the
followingremedialmeasures:tone at the top, trust, transformation, andaccountability.
I. Changes to Senior Leadership
A. Review and Reallocate the Responsibilities of Travis Kalanick. The
Boardshould evaluate the extent to whichsome of the responsibilitiesthat
Mr. Kalanick has historically possessedshouldbe sharedor givenoutright to
other membersof senior management. The searchfor aChief Operating Officer
shouldaddress this concernto some extent.
B. Use the Chief Operating Officer Search to Identify Candidates Who
Can Help Address These Recommendations. The Boardshouldcontinue
Uber’seffortsto bringin a Chief OperatingOfficer who will act as a full partner
with the CEO, but focusonday-to-day operations, culture, andinstitutionswithin
Uber. The Boardshoulddevelopapositiondescriptionthat providesclear lines
of demarcationbetweenthe role that the Chief OperatingOfficer willbe required
to play as comparedto the role that Mr. Kalanick will play as CEO. Some of the
skillsand experiencesthe Boardshouldlook for ina COO include: candidates
with backgroundsindiversity andinclusionand candidateswho are themselves
diverse;candidateswithexperience dealingwithorganizationsthat have
complicatedlabor andoperationalstructures;andcandidateswith experience in
improvinginstitutionalculture. Candidateswho possessthese skills and
experienceswillreinforce the actionsresultingfromother recommendations,
including recommendationsrelatingto tone at the topand the need to focuson
diversity andinclusionat Uber.
C. Use Performance Reviews to Hold Senior Leaders Accountable. Uber
shouldestablish key metricsto whichits leaderswill be heldaccountable inthe
performance reviewprocess. Thiswouldinclude, for example, metricsthat are
tied to improvingdiversity, responsivenessto employee complaints, employee
satisfaction, andcompliance.
D. Increase the Profile of Uber’s Head of Diversity and the Efforts of His
Organization. An empoweredsenior leader who is responsible for diversity
and inclusionis key to the integrity of Uber’sefforts. Uber shouldelevate the
visibility of the current Headof Diversity, BernardColeman, andemphasize the
outreachcomponent of Mr. Coleman’sposition. Uber shouldincrease the
activitiesandcommunicationsof Mr. Coleman’steam. As part of these
communications, the Headof Diversity couldsendupdatesto employees
regardingthe company’sdiversity efforts, engage inoutreacheffortsto Uber
employeesandaffinity groupsat Uber, andserve asa resource for senior
management and rank-and-file employeesalike withrespect to diversity and
inclusion. In addition, the positionshouldbe renamedthe “Chief Diversity and
InclusionOfficer,” andthe positionshouldreport directly to the CEO or the COO.
Thisactionis intendedto reflect the elevatedstatusof thisrole and demonstrate
the company’scommitment to thisissue. It is equally important that the role
addressbothdiversity andinclusion. Diversity isgenerally viewedasfocusingon

3. 2
the presence of diverse employeesbasedonreligion, race, age, sexualorientation,
gender, and culture. Inclusion, onthe other hand, focusesnot just on the
presence of diverse employees, but onthe inclusionand engagement of such
employeesinall aspectsof an organization’soperations.
E. Employment Actions. The HumanResourcesorganizationshouldtake
employment actionsdelegatedto the Human Resourcesorganizationby the
Boardand SpecialCommittee.
II. Enhance Board Oversight
A. Enhance the Independence of the Board. The Boardshouldbe
restructuredto include additionalindependent Boardseats. These additional
Boardmembersshould be directorswithmeaningful experience onother boards
who canexercise independent oversight of Uber’smanagement.
B. Install an Independent Chairperson of theBoard. The Boardshould
consider the appointment of an independent Chairperson. The use of an
independent Chairpersonis viewedby many governance expertsasabest
practice, particularly where there isa desire to enhance the levelof Board
oversight. Anindependent Chairpersoncouldaddressseveralof these
recommendations, particularly the needto serve asan independent check on
Uber’smanagement and the need to demonstrate to Uber’semployees, partners,
and customersthat the Boardis taking the investigationandthe need for
governance reformseriously.
C. Create an Oversight Committee. The Boardshouldcreate anOversight
Committee. For example, the Boardcouldcreate anEthics and Culture
Committee or a similar body. A committee of thisnature couldbe organizedas a
standing committee of the Board, the purpose of whichis to oversee Uber’s
effortsandenhance a culture of ethicalbusinesspractices, diversity, and
inclusionwithin the organization. The activitiesof the committee couldinvolve
meeting with senior membersof management who are responsible for ethics,
Compliance, Human Resources, andrisk. Thiscommittee couldestablishand
monitor metricsthat are intendedto measure compliance withUber’sbusiness
values, andthe promotionof an ethicaland inclusive environment. Alternatively,
this committee couldfocussolely onUber’sremediationof recent issues.
D. Use Compensation toHold Senior Leaders Accountable. The Board
shouldconsider incorporatingethicalbusinesspractices, diversity andinclusion,
and other valuesfromUber’sBusinessCode of Conduct into its executive
compensationprogram. Experience showsthat compensationprovidesa
powerfultoolfor creatingincentivesfor behavior, andreinforcingacompany’s
values. Many leadingcompanieshave incorporatedsimilar metricsinto the
compensationpackagesfor senior executivesasaway of ensuringthat their
compensationpracticesrewardconduct that is consistent withthe cultural
environment that they hope to create. Key membersof senior management could
be subjectedto aprobationperiodduringwhich they must achieve certain
minimum levelsof performance inorder to retaintheir compensationawardsor
to continue employment withUber.

4. 3
E. Nominate a Senior Executive Team Member to Oversee
Implementation of any Recommendations. Uber shouldnominate a
member of the Senior Executive Teamto be responsible for the assessment and
implementationof these recommendations, overseenby aBoard-level
committee. Thisexecutive shouldbe chosencarefully, andcare shouldbe taken
to appoint someone who is viewedpositively by the employees. Thisperson
shouldbe givenfull authority andan appropriate budget to implement these
recommendations, includingthroughthe retentionof appropriate consultants
and experts, andshouldreport directly to the Boardof Directorsconcerning
Uber’sprogresstowardimplementation. Thisexecutive shouldformacommittee
to prioritize and set timelinesfor the implementationof these recommendations,
and the first report back to the Boardshould be within three months.
III. Internal Controls
A. Implement Enhancements to the Audit Committee. The Boardshould
take stepsto enhance the size, role, and independence of the Audit Committee.
The audit committee is generally viewedby private andpublic companiesasa
committee that is responsible for overseeingacompany’sfinancialcontrols, risk
management, regulatory compliance, andcompliance withacompany’scode of
conduct. Uber’sAudit Committee couldbe enhancedthroughanexpansionof
the Audit Committee to include more independent directorsanda clear
articulationof the oversight role that the Audit Committee is intendedto play,
bothof which couldimprove the Audit Committee’sability to oversee Uber’s
management. Key amongthe potentialrolesthat the Audit Committee couldplay
is to have a direct reportingline fromUber’sCompliance organization, an
appointedombudsman, and/or Uber’sinternalauditor. The purpose of this
structure wouldbe to ensure that the person(s)playingthose roleswill have the
ability to bring significant compliance or harassment issuesto the attentionof the
Audit Committee without havingto go throughmanagement or the CEO. The
Audit Committee couldalso be empoweredto overseearesponse to any such
issues, including a potentialinvestigation, if warranted.
B. Implement Enhancements to Uber’s Internal Controls. Uber should
take stepsto enhance its internalcontrolswithrespect to policy compliance. In
particular, Uber shouldreviewitspoliciesandprocedureswithrespect to travel
and expense reimbursementsandenhance suchpoliciesto ensure that items that
are inconsistent withUber policiesand proceduresare not reimbursable andnot
reimbursed, andthat proper controlsare put in place to ensure compliance. For
example, these proceduresshouldrequire that Uber personnelat every levelof
the organizationsubmit receiptsas a conditionto receivingreimbursement.
Following these changes, Uber shouldprovide trainingto senior management
and other employeesregardingthese newpoliciesand procedures.
C. Human Resources Record-Keeping. Uber shouldensure it has appropriate
tools, includingcomplaint trackingsoftware, to keepbetter track of complaints,
personnelrecords, andemployee data. For example, if acomplaint is
substantiatedbut resultsin discipline other than terminationof employment,
relevant stakeholdersshouldbe able to easily identify whether prior complaints
have beenlodgedto ensure that appropriate actionistakenwith respect to repeat
offenders. Likewise, senior managersshouldbe able to track whether certain

5. 4
organizationsor managers give rise to multiple complaintssuchthat intervention
with the manager is needed. Uber shouldalso emphasize the importance of
record-keepingto allHuman Resourcesstaff, andimpose consequencesfor
failure to adhere to record-keepingrequirements.
D. Track Agreements with Employees. Allsettlement andseparation
agreementswith employeesshouldbe loggedand trackedto ensure proper
record-keeping, compliance withthe agreements, and consistency interms.
IV. Reformulate Uber’s 14 Cultural Values. Uber shouldreformulate itswritten
culturalvaluesbecause it is vitalthat they reflect more inclusive andpositive behaviors.
To achieve thisreformulationof the values, there are severalstepsUber should
undertake:work with an establishedand respectedorganizationthat isexperiencedin
organizationalchange to restate the valueswithsignificant input fromemployees;
consider further definingthe valuesin a manner more accessible to andmore easily
understoodby employees;adopt valuesthat are more inclusive andcontribute to a
collaborative environment, includingemphasizingteamwork andmutual respect, and
incorporatingdiversity andinclusivenessasa key culturalvalue, not just asan end in
itself, but as a fundamentalaspect of doing goodbusiness; reduce the overallnumber of
values, andeliminate those valueswhichhave beenidentifiedas redundant or as having
beenused to justify poor behavior, includingLet BuildersBuild, AlwaysBe Hustlin’,
Meritocracy andToe-Stepping, andPrincipledConfrontation;andencourage senior
leadersto exhibit the valuesona daily basis and to modela more collaborative and
inclusive Uber culture. Leaderswho embody these valuesshouldbe part of the process
of redefiningUber’svaluesand shouldbe role modelsfor other leaderswithin the
company. Allof Uber’ssenior leadersshouldbe responsible for embracingand
communicatingthe reformulatedvaluesto employees.
V. Training
A. Mandatory Leadership Training For Key Senior Management/Senior
ExecutiveTeam Members. It is criticalthat senior leadersat Uber receive
leadershipcoaching. Uber shouldengage a consultant who is respectedinthe
fieldof inclusive leadershipand has workedat the toplevelsof sophisticated
companiesto undertake trainingand coachingof all Senior Leaders. Sufficient
time and resourcesshouldbe devotedto boththe selectionof the consultant and
the training itself. Thistrainingcan be done as either standalone training, or as
part of broader leadershipcoachingandtraining. There are severalkey
componentsto thiscoaching:training to exhibit and modelinclusive leadership
and to combat implicit bias; training to encourage aculture in which everyone
gets heardin a manner in which they are comfortable andemployeesfeelsafe to
propose ideas;training that coversfundamentalskillsnecessary for effective
management as a senior leader, particularly inan organizationof Uber’ssize,
including howto effectively set organizationalgoals, howto leademployees, how
to be aware of and implement necessary corporate controls, andhowto identify
and flag breakdownsincorporate controls;andincorporatingthe subject matter
of the training as a competency against whichsenior leadersare measured
year-over-year aspart of their performance reviews.
B. Mandatory Human Resources Training. Uber shouldtrainHuman
Resourcespersonnelonthe effective handlingof complaints, includingthe

6. 5
proper and thoroughinvestigationof complaintsof harassment, discrimination,
or retaliation, as well as the appropriate documentationof investigationsand
record-keeping, anddeveloppoliciesandprocessesrelatingto record-keeping.
Trainingshouldinclude how to identify whenemployee complaintsor
disciplinary decisionsshouldbe escalatedto the Legal organizationfor review.
C. Mandatory Manager Training. Aswithleadership, we recommend
significant training for managers, particularly newor first-time managers. Uber
shouldadopt a comprehensive, live, requiredtrainingprogramfor allmanagers
that is updatedand repeatedat regular intervals. Trainingshouldfocuson
diversity, inclusion, andunconsciousbias(in line with training offeredto senior
leaders), but should also cover important fundamentalskillsnecessary for
effective management, includinghowto communicate withand value all
employees, maintaina proper managerialrelationship, provide constructive
feedback to employees, helpemployeesset personalcareer goals, appropriately
evaluate employee performance accordingto the company’svalues, consistently
apply the company’stransfer andpromotionpolicies, andhandle
performance-relatedissuesand complaintsof unfair treatment. Any program
shouldalso include training on generalHuman Resourcesissues, equal
employment opportunity andbias, harassment, discrimination, and retaliation
policy compliance, andrecord-keeping. Trainingshouldinclude programsto
help managersand Human Resourcesemployeesrecognize legalissuesand learn
how to elevate themto the Legal organizationwhen necessary andappropriate.
D. InterviewTraining. Uber shouldrequire employeeswho routinely interview
candidates, includingall “Bar Raisers,” to undergo trainingon interviewingskills,
conductinginclusive interviews, andunconsciousbias. Thistrainingis best
conductedinpersonand attendance shouldbe tracked. Uber shouldstandardize
the interviewprocess, includingboththe questionsasked, evaluationof the
candidate followingthe interviews, andthe methodof providingfeedback.
VI. Improvements to Human Resources and theComplaint Process
A. An “Owner” of Resources-Related Policies Should be Identified or
Hired. An “owner” of Human Resources-relatedpoliciesshouldbe identifiedor
hired—anindividualresponsible for draftingnew policiesandupdating existing
policies, throughwhomall updatesto the policiesflow, andwho also servesasa
repository of criticalinformationrelatingto Uber’spoliciesandpractices.
B. Increase Management Support for Human Resources. Senior leadership
at Uber shouldpublicly support andembrace the value of Human Resourcesnot
only as a recruitingorganization, but as an organizationthat worksto protect and
retainUber’smost important asset:its people. It is criticalto the goal of
establishingtrust that Human Resourcesbe seenas vestedwithtrue authority to
act on all issues affectingemployees. Leadershipneedsto further demonstrate its
support by followingthroughonrecommendationsmade by Human Resources
with respect to employment-relatedactionsandensuring that Human Resources
is properly resourcedwithfinancialsupport and personnelto properly carry out
its role. Uber shouldconsider adoptinga zero-tolerancepolicy for substantiated
complaintsof discriminationand harassment, without regardto whether an
employee isa “high performer” or along-termemployee.

7. 6
C. Provide a Robust and EffectiveComplaint Process. To address
harassment, discrimination, and retaliationin the workplace, it is imperative that
there be an effective complaint processinplace for employeesto escalate issues.
Complaintsshould also be properly trackedandaddressedas efficiently and
quickly aspossible. Uber shouldenhance communicationto employees
concerninghowand to whomthey can raise complaintsabout harassment,
discrimination, and retaliation. Uber shoulddevelopandcommunicate multiple
avenuesfor lodginga complaint, includingan employee’simmediate manager or
next-levelmanager, the organization’sHumanResourcesBusinessPartner, or
the Integrity Helpline. Thisencouragesemployeeswho may otherwise fear
retaliationto come forward, knowingthat there are multiple avenuesthey can
utilize if they have aconcern. Finally, Uber shouldensure appropriate processing
and trackingof complaintsand invest in appropriate HumanResourcestools,
including complaint trackingsoftware that isrobust, secure, andaccessible by
those who need informationona need-to-knowbasis. Thiswill help ensure that
complaintsare dealt with promptly, appropriately, andconsistently, andwill lead
to better trackingand datacollection.
D. Establish Protocols with Respect toEscalating Complaints. Uber should
establishprotocolswithrespect to escalatingcomplaintsthat require
investigation. There shouldbe clear guidelinesfor managersand Human
ResourcesBusinessPartnersso that it is clear to everyone whena complaint
shouldbe further investigatedandaddressed. Uber shouldalso establish
protocolsthat outline whenmembersof the Legal organizationshouldbe
consultedto ensure that there is consistent treatment acrossthe company and
legal risk is being managed appropriately. A complaint that implicatesunlawful
harassing or discriminatory conduct but doesnot result in terminationshouldbe
brought to the attentionof the Legal organization;likewise, any termination
involvinganemployee who hasraised any concernsof harassment,
discriminationor retaliation, isin a protectedcategory, hastakenany protected
leave, or has requestedaworkplace accommodationfor adisability shouldbe
elevatedfor reviewby the Legalorganizationbefore it is effectuated.
E. Devote Adequate Staff and Resources toHuman Resources. Uber
shouldengage a Human Resourcesconsultant to provide input onthe
appropriate structure andsize of the Human Resourcesorganizationand, at a
minimum, prioritize an increase in the headcount for Human ResourcesBusiness
PartnersacrossUber’svariousregions. Accordingto an analysisby the Society
for Human Resource Management, the average number of Human Resources
Business Partnersfor acompany of Uber’ssize is approximately 57. Uber should
quickly manage out poor performerswithinthe Human Resourcesorganization.
VII. Diversity and Inclusion Enhancements
A. Establish an Employee Diversity Advisory Board. Uber shouldconsider
establishingan employee diversity advisory board, comprisedof membersof each
of Uber’sEmployee Resource Groups, to ensure consistency acrossdiversity
effortsandfunnelinput and ideasto the Head of Diversity. Thiscouldbe in
additionto or in lieu of an oversight committee. Thisboardcouldhelpensure
consistency acrossdiversity effortsandfunnelemployee feedback to the Headof
Diversity andhis staff.

8. 7
B. Regularly Publish Diversity Statistics. The Headof Diversity (or Chief
Diversity andInclusionOfficer)shouldset goalswith respect to annual
improvementsindiversity andregularly publishdataonUber’sdiversity and
inclusionnumbersto judge how the company ismeeting its goals. Thisshould
also include diversity statisticsof newrecruitseachyear andgoalsfor improving
diversity year-over-year amongrecruitment of underrepresentedpopulations
acrossthe company andin variousprogramsandorganizations. The Headof
Diversity shouldalso publicize the company’sinitiatives, accomplishments, and
areasstill needing improvement.
C. Target Diverse Sources of Talent. Uber shouldtarget diverse sourcesof
talent, including alternative andnon-traditionalsourcesof recruiting, and
developdeeper partnershipswithHistoricallyBlack CollegesandUniversities
and Hispanic-ServingInstitutions.
D. Utilize Blind Resume Review. Uber shouldengage in blind resume review.
Blind resume revieweliminatesany indicia of gender or ethnic background,
including name and personalinformation, so that the reviewer hasaccessonly to
the candidate’ssubstantive skillsandexperience. Likewise, if possible, Uber
shouldutilize blind reviewof the exercisesrequiredfor candidatesintechnical
and engineering positions.
E. Adopt a Version of the “Rooney Rule.” Uber shouldutilize the Rooney Rule
for women and other underrepresentedpopulationsfor key positions, wherein
eachpoolof candidatesinterviewedfor eachidentifiedpositionincludesat least
one woman and one member of an underrepresentedminority group, thereby
ensuring that members of the populationscurrently underrepresentedinUber’s
workplace are interviewedwithappropriate consistency. The Rooney Rule hasits
originsin the NationalFootballLeague. It requiresNFL franchiseesto interview
at least one minority candidate for allhead coachandgeneralmanager positions.
The successof the Rooney Rule isdocumented, withresearchshowinga
noticeable increase inthe number of minority headcoacheshiredsince its
adoption.1 Uber shouldinclude at least one woman and/or member of a
populationcurrently underrepresentedoneachapplicant interviewpanel—not
just the panelsfor diverse applicants—to ensure diverse perspectivesinthe
feedback andevaluationof candidatesfor positionsat Uber and to reduce the
potentialimpact of unconsciousbias.
F. Adopt and Promote a Sponsorship Program. Uber’sdiversity efforts
would benefit greatly fromthe establishment of asponsorshipprogram. A
“sponsor” isan employee who isin a positionto promote the successof a more
junior employee, or protégé, withinthe company, anddoesso. Sponsorship
relationshipspositively affect pay, retention, ambition, andcareer advancement.
By establishinga sponsorshipprogram, Uber willbetter engage topperformers
1 ChristinaPassariello, “TechFirmsBorrowFootballPlay to IncreaseHiringof Women,” Wall
Street Journal, September 27, 2016, https://www.wsj.com/articles/tech-firms-borrow-football-
play-to-increase-hiring-of-women-1474963562;Janice F. Madden and MatthewRuther, “Has
the NFL Rooney Rule’sEfforts“Leveledthe Field” for AfricanAmericanHeadCoach
Candidates?”, PennState Journal of SportsEconomics(2010),
http://repository.upenn.edu/cgi/viewcontent.cgi?article=1019&context=psc_working_papers.

9. 8
and strongmanagers to leadjunior employees, helpingto guide their successful
career development withinthe company. Uber must take severalstepsto
incorporate any suchinitiative into itsculture, including:building awarenessfor
the program;targetingkey populationsthat canbenefit fromthe program;
creatingpathwaysto leadpeople towardsembracingthe program;identifying
senior leadershipto participate and act as sponsors;educatingsponsorsonthe
program’sgoals, the benefit of communicatingexperience to protégés, andthe
benefit of active participationinthe program;educatingpotentialprotégésonthe
program, urging themto participate, andnot merely assigning sponsorsand
protégés, but insteadgiving discretionto sponsorsto choose one or more
protégésto sponsor fromamonga group of high-performing, mid-level
employeesthat the company hastargetedfor retention;andmaking sure to
implement active programadministrationthat includescontinuededucationand
oversight. Inadditionto incorporatingthe sponsorshipprograminto itsculture,
Uber must also developthe program’sstructure. Beyondmerely pairingsponsors
and protégés, aformalsponsorshipprogramshouldconsist of guidelinesfor the
programand resource materialsfor the participants, aswell as timelinesfor
reviewingthe program’seffectivenessandmethodsfor ensuring that sponsors
take their role seriously, suchasincorporatingsponsorshipinperformance goals
or incentive compensation.
G. Recognize and Support Employee Diversity Efforts. Uber should
recognize andsupport effortsthat employeesundertake to improve Uber’s
workplace environment throughthe performance reviewprocess. Uber should
consider adoptinga requirement or recommendationthat employeesspenda
portionof their time on “non-core” job dutiesdevotedto contributingto Uber’s
workplace environment, suchasdevotingtime to an Employee Resource Group,
a diversity initiative, or the “Bar Raiser” program. Participationinthese efforts
shouldbe creditedin the performance reviewprocessto ensure that employees
receive recognitionandrewardwhen they are making time to contribute inthis
valuable way to Uber’ssuccess.
H. Recognize Managers for their Diversity Efforts. Managerswho are
achievingsuccesswithdiversifyingtheir organizationsshouldbe recognized
acrossthe company andtheir skillsand techniquesusedas a platformto train
other managers.
I. Review Benefits Offerings. Uber shouldreviewitsbenefitsand adopt policies
and benefitsthat are known to attract and retaina more diverse workforce. This
includes, for example, parentalleave policiesthat provide parity inleave
regardlessof whether the persontakingleave is a birthmother or father and
regardlessof whether the childis a naturalborn, adopted, or foster child, or
modificationof leave policiesto distinguishbetween“primary caregivers”and
“secondary caregivers” rather thanbetweenmothersandfathers. Additional
considerationshouldbe givento policiesthat govern“off-ramping” to parental
leave and “on-ramping” back into the workplace to ensure consistent andfair
treatment of parentstaking leave.
J. Unconscious Bias Review. Uber shouldcontinue to reviewcompany
communicationsandmaterialsused in the hiring process(and elsewhere in the
company), asUber has done for job descriptions, to reduce biasin written
company materials.

10. 9
K. Coordinate Efforts. To the extent that any officesare engagingin their own
independent effortswithrespect to diversity andinclusion, Uber shouldrequire
that all officesobtainapprovalfor these initiativesthroughthe Headof Diversity.
Thiswill help to coordinate diversity andinclusioneffortsthroughout the
organizationand allow Uber to conduct alegal reviewof any independent
initiatives.
L. Solicit Feedback from Employees. The company shouldconsider repeating
online, anonymousfocusgroupswitha reputable consultant ona regular basis in
order to provide afurther forumfor employeesto more broadly share their
feedback outside of static surveys, learnfromandunderstandthe concernsof
other employees, andgauge employee opinionof ongoingdiversity andinclusion
effortsyear-over-year. The resultsfromthese groupsshouldbe made available
within the company.
VIII. Changes in Employee Policies and Practices
A. EEO Policies. Uber shouldupdate its discriminationand harassment policies
to be clear that any conduct that appearsto be basedon a person’sprotected
characteristicisprohibited, evenif it is not unlawful. Policiesshouldalso be clear
that managersmust immediately report instancesof discrimination, harassment,
or retaliationof which they become aware to their Human ResourcesBusiness
Partner for further investigation. Policiesshouldclearly state that employeesare
protectedfromharassment not only by other employees, but also non-employees
suchas vendors, clients, contractors, andother third-parties. HumanResources
shouldemphasize the importance of adheringto the existingpoliciesandcodesof
conduct for work eventssuchasoffsite conferencesandmeetings, includingthose
held at hotelsand resorts. It shouldnot be necessary to draft separate policiesfor
these events. Policiesshouldbe appliedconsistently throughout the
organization. No specialtreatment shouldbe givento any employee, regardless
of level, tenure, or past performance. Uber shouldconsideradoptingazero
tolerance stance for violationsof the anti-harassment, anti-discrimination, and
anti-retaliationpoliciesno matter the levelor performance of the perpetrator.
Combinedwith consistent and equalapplicationof Uber’spoliciesat all levelsof
the organization, thiswill increase employees’trust inHuman Resourcesand
management.
B. Prohibit Romantic or Intimate Relationships Between Individuals in a
Reporting Relationship. Uber shoulddevelopspecificandclear guidance
concerningappropriate workplace relationships, includingmakingclear that any
type of romantic or intimate relationshipbetweenindividualsin a reporting
relationship(either direct or indirect)is prohibited. If employeesina reporting
relationshipfindthemselvesin a romantic or intimate relationship, they must be
requiredto immediately report it so that appropriate actioncanbe taken,
including makingsure that the individualsare not in any type of reporting
relationship(direct or indirect)goingforward. Althoughit is not realistic to
prohibit all romantic and intimate relationshipsin the workplace, it shouldbe
emphasizedmore generally that with respect to suchrelationships, Uber willnot
tolerate any formof harassment, discrimination, or retaliation.

11. 10
C. Institute and Enforce Clear Guidelines on Alcohol Consumption and
the Use of Controlled Substances. Uber shouldtake stepsto provide clear
guidelinesabout acceptable andunacceptable usesof alcoholandstrictly prohibit
the use of controlledsubstances, includingprohibitingconsumptionof alcohol
during core work hoursand prohibitingconsumptionof non-prescription
controlledsubstancesduringcore work hours, at work events, or at other
work-sponsoredevents. Withrespect to alcoholconsumptionat after-hourswork
eventsand at other work-sponsoredevents, Uber shouldconsider limitingthe
budget available to managers for alcoholpurchases, restrict reimbursement for
alcohol-relatedevents, andinclude trainingfor managerson appropriate events
for retreatsandout-of-work events. Uber shouldalso encourage responsible
drinking, which can include limiting the amount of alcoholthat is available inthe
office, de-emphasizingalcoholasa component of work events, andotherwise
taking appropriate actionto discipline andaddressinappropriate employee
conduct fueledby alcoholconsumption. Uber shouldsupport work eventsin
which alcoholisnot a strongcomponent to ensure that employeeswho do not
partake in consumptionof alcoholstillhave opportunitiesto engage in
networkingand team buildingactivities.
D. Remove Transfer Barriers. In order to prevent abuse of the internaltransfer
process, Uber shouldtake severalactions. Uber shouldpost job openingsacross
the company so that all employeesare aware of and canapply for transfer
opportunities, includingopportunitiesto transfer teams. Uber shouldalso
modify the transfer request processto eliminate the manner in which
performance isfactoredinto the transfer request—for example, adopt apolicy
whereby employeesmay be permittedto transfer at least once during a
pre-determinedperiodof time (suchas the first year of employment)without
regardto performance (providedthey have the requisite skillsandthere is an
appropriate openingelsewhere inthe company). Uber shouldalso have each
transfer request be reviewedby anindependent evaluator, preferably an
employee inHuman Resources. Anindividualevaluator candetermine whether
the employee isrequestingatransfer for reasonsrelatingto a difficult or divisive
work environment, or if a supervisor isattemptingto block atransfer for
improper purposes. Thisprocesswillhelpto both regularly monitor cultural
issues and prevent discriminatory conduct fromaffectingworkplace decisions.
To the extent possible, Uber shouldtrack alltransfer requestsinorder to monitor
the patternsof suchrequestsand to reviewthe transfer request history of specific
employeesif neededor appropriate, for example, to assessthe consistency and
impact of the grant or denial of requests.
E. Modify Uber’s Performance ReviewProcess. Inorder to avoidunfair
applicationand restore employee trust inthe performance evaluationsystem,
Uber shouldtake steps to eliminate biasand misuse of the performance review
process. Recognizingthat Liane Hornsey hasmade progressin addressingthe
performance reviewsystem, the Boardshouldconsider the followingin that
process. Uber shouldemphasize individualgoal-settingand continuous
feedback. Goal-settinghelpsemployeesidentify specific targetsthat are in line
with their managers’expectationsandthe company’sneedsand eliminates
subjectivity. Continuousfeedback willalso eliminate surprise during
performance evaluationsandhelp prevent employeesfromneedlessly missing
benchmarks. Managersshouldbe requiredto meet one-on-one withtheir direct

12. 11
reportsona regular and frequent basis, and shouldthemselvesbe measuredon
achievingthisrequirement. Uber shouldalso increase transparency inthe
performance evaluationprocess. Without atransparent explanationof the
reviewprocess, employeesare oftenleft to guessabout the reasonsfor a bad
review. To increase transparency, Uber shouldidentify company and
organizationtargetsand measure individualgoals against those targets. Uber
shouldfurther strive to eliminate subjectivity andbiasfromthe performance
evaluationprocess. Checksandbalances, unconsciousbiastraining, and an
independent committee or blindreviewprocesstogether couldhelpto alleviate
subjectivity inperformance reviews. Uber shouldalso make participationin
effortsto improve Uber’sworkplace culture ametric against whichemployeesare
measured, in order to ensure that employeesreceive recognitionandreward
when they are making time to contribute to Uber’ssuccessinwaysthat are
outside the “core” dutiesof their position. Devotingtime to an Employee
Resource Group, adiversity initiative, or the “Bar Raiser” program, for example,
shouldbe recognizedasa value to the company in the performance review
process. Finally, Uber shouldendthe current practice of calibration. Calibration
applies a forcedcurve that diminishesthe impact of data, can heighten the
impact of subjectivity, andintroducesanelement of randomnessinto the review
process. It has beenused and rejectedby major companiesthat have foundit
ineffective anddetrimentalto employee morale. If the performance evaluation
processisbased on objectivity anddata, then there shouldbe no needto force
calibrationinto the processand unnecessarily downgrade or devalue otherwise
solid performers.
F. Make Promotion Requirements Clearer. A formalprocessfor
self-nominationsand peer/manager-nominationssubmittedto an independent
committee willbring more legitimacy andfairnessto the promotionprocess.
G. Flexible Work. Uber shouldconsider adoptingflexible work arrangements,
including a policy of permittingroutine andregular remote work in appropriate
circumstances, to helpattract andretainemployeeswithchildrenand other
outside obligations, andto ease the burdenof commutingto Uber’surbanoffices,
thereby increasingthe chance that Uber candraw applicantsfroma wider
geographic area.
H. Catered Dinner. Uber shouldconsider movingthe catereddinner it offersto a
time when this benefit canbe utilized by a broader groupof employees, including
employeeswho have spousesor familieswaiting for them at home, and that
signals an earlier endto the work day.
I. Even Application of Policies and Practices. Policiesandpracticesshould
be appliedconsistently throughout the organization. No specialtreatment should
be givento any employee, regardlessof level, tenure, or past performance.
IX. Address Employee Retention. Significant considerationshouldbe givento
evaluatingthe reasonsthat employeesare motivatedto leave andaddressingkey drivers
of employee turnover. Uber shouldengage a consultant or undertake internalsurveysto
identify andaddressattritionthat is higher than expected, acrossthe company or within
specific organizations. Requiredexit interviewswithneutralthird parties(suchas
Human Resourcesrepresentatives)shouldbe institutedas one methodfor evaluatingan

13. 12
employee’sdecisionto leave andidentifyingtrendsinemployee turnover, particularly
among employeesUber wouldprefer to retain.
X. Review and Assess Uber’s Pay Practices. Uber shouldcomprehensively audit and
reviewitspractices, includingfor compliance withstate and federalequalpay laws, to
ensure compensationisset for legitimate business-relatedreasons. AlthoughUber is
currently undertakingthisaudit throughthe use of an outside law firm, a broader
cross-sectionof senior management shouldengage directly withthe outside law firm to
support the effort andimplementation. To ensure that Uber truly appreciatesthe value
of equitable pay, membersof senior management and the CompensationCommittee of
the Boardof Directorsshouldbe taskedwith participatingin this review, andoverseeing
and respondingto the recommendationsof the outside law firmon pay, to ensure a tone
of support and a culture of compliance for the work that is being done.