Why this is important
The business and affairs of Workday are managed by or under the direction of Workday’s Board of Directors. Among other things, our Board oversees significant business matters, such as strategy and long-term business plans, risk management, compliance, and ethical standards and behavior. Our Board sets high standards for Workday’s employees, officers, and directors.
Our philosophy demands sound corporate governance that is rooted in ethical conduct and compliance. It is all about integrity, one of our most fundamental core values.
Our Ethics and Compliance policies and Corporate Governance Guidelines promote ethical conduct and compliance. These policies are a key focus area for corporate governance at Workday.
Find more information on Workday’s Board of Directors, Ethics and Compliance policies, Corporate Governance Guidelines, and the charters of each Board committee on Workday’s Corporate Governance webpage.
Board structure and committees
Our Board consists of eight members. Five of them are independent, as defined by the rules of the New York Stock Exchange. One member of our Board is a woman. In 2014, Workday separated the roles of CEO and chairman of the Board, which had previously both been held by Aneel Bhusri. One of Workday’s founders, Dave Duffield, serves as chairman of the Board and Workday’s other co-founder, Aneel Bhusri, serves as our CEO.
Our Board-leadership structure provides effective independent oversight of management, yet allows the Board and management to benefit from Dave Duffield’s extensive executive leadership and operational experience. Because our chairman is an executive officer of Workday, we also have a lead independent director of the Board, our vice chairman George Still, Jr.
Our independent directors add a variety of perspectives on strategy development given their different wide-ranging professional experience. They offer experience, oversight, and expertise from outside the company. Aneel Bhusri and Dave Duffield bring company-specific experience and expertise.
In order to promote open discussion among independent directors, our Board of Directors conducts executive sessions of independent directors during each regularly scheduled Board meeting and at other times if requested by an independent director. Our lead independent director chairs these executive sessions and provides feedback to Workday’s CEO promptly after the executive session. Directors who are also executive officers do not participate in such sessions.
All of the members of the Board’s Audit Committee, Compensation Committee, and Nominating and Governance Committee are independent under New York Stock Exchange rules, as well as applicable rules of the Securities and Exchange Commission. The composition of our Board committees as of our report issuance in August 2015 was as follows:
Learn more about Workday’s Board of Directors, including committees, structure, and biographies of each of our directors.
Code of conduct
Operating with integrity
Workday is committed to observing the highest standards of ethical business conduct. Workday’s core values provide the framework for how we work, and we consider integrity to be a fundamental value.
We say what we mean, and mean what we say. To us, integrity means honesty, treating everyone respectfully and equally, and communicating openly. Workday has established a Code of Conduct that outlines the key principles that enable employees to make decisions that contribute to Workday’s success. In particular, our Code of Conduct describes our commitment to:
- Treat other employees with respect, prevent harassment and discrimination, and maintain a healthy and safe workplace
- Prevent and address potential or actual conflicts of interest, and observe reasonable limits on gifts, business entertainment, and outside activities
- Maintain the confidentiality of internal and customer information
- Maintain accurate business records and financial reports
- Comply with laws, including those related to trade, competition, anti-corruption, and securities, as well as regulations applicable to conducting business with government officials and public-sector entities
- Reduce our environmental impact
In addition, the Code of Conduct describes our Corporate Social Responsibility principles, which are based on respecting fundamental human rights in all of our operations. We expect our suppliers to honor these principles and to specifically avoid using child or forced labor, or engaging in inhumane treatment, even if it is allowed by local law.
The standards of business conduct contained in the Code of Conduct have been approved by the Board of Directors, which, directly or through its committees, oversees compliance. Workday’s senior vice president and general counsel is responsible for ensuring adherence to the Code of Conduct and, while serving in this capacity, reports directly to the Board of Directors and its committees.
On a day-to-day basis, Workday’s Chief Privacy Officer, Director of Ethics and Compliance oversees an ethics-and-compliance program that includes responsibility for the Code of Conduct. Any waiver of any provision of the Code of Conduct must be approved in writing by the general counsel or, with respect to directors and executive officers, the Audit Committee of the board of directors and will be promptly reported according to federal securities laws and applicable New York Stock Exchange rules.
Workday senior management regularly communicates with all employees regarding ethical business practices and related expectations. Employees receive written communications from the chairman and CEO and participate in dialogue at company meetings. As part of the onboarding process, newly hired employees are given a copy of our Code of Conduct and watch a related training video.
Workday also fully embraces an open-door policy that invites employees to raise comments, questions, and concerns about ethical business practices and conduct to management or to the Human Resources, Internal Audit, or Legal departments. Our Whistleblower Policy describes how to report potential violations of our Code of Conduct, any laws or regulations, or internal accounting controls.
A whistleblower hotline, an online web-submission system, and an Ethics email box all provide opportunities for direct communication regarding these matters. Individuals may remain anonymous when reporting violations. Workday prohibits retaliation, in any form, against anyone who reports an issue in good faith or assists in the investigation of a reported issue.
Our Board of Directors and senior management have adopted numerous other policies to promote good governance and deter unethical and unlawful behavior.
Workday maintains an anti-corruption policy that applies to all employees, directors, and consultants, as well as others who conduct business on our behalf. The policy requires adherence to all applicable domestic and foreign laws and prohibits improper payments, gifts, or inducements of any kind, to and from any person, including officials in the private or public sector, customers, and suppliers. Additionally, the policy identifies generally acceptable standards for gifts and business entertainment, political and charitable contributions, and procurement processes.
Policies on Trading in Securities
Workday’s Policy on Trading in Securities prohibits our employees, officers, and directors from trading in Workday stock or other securities while in possession of material non-public information. Our policy also prohibits hedging transactions involving our securities, in order to guard against executive officers and other employees insulating themselves from the effects of poor stock-price performance.
Moreover, directors and executive officers are prohibited from trading during our blackout period prior to our earnings releases. They generally must adopt plans in accordance with Exchange Act Rule 10b5-1 for sales of securities that they beneficially own. Other employees with access to sensitive financial information are subject to our blackout periods and must adopt 10b5-1 plans in order to trade during those periods.
Executive Officer Recoupment Policy
Our Executive Officer Recoupment Policy provides for the recovery of an executive officer’s bonus payments in the event that we restate our financial results as a result of fraud by the executive officer that resulted in a higher bonus.
Related Party Transactions Policy
Workday directors, officers, and employees are expected to avoid situations where a conflict of interest might occur or appear to occur. A conflict of interest exists where the interests of one person interferes–or even appears to interfere–with the interests of Workday as a whole.
Workday has adopted a Related Party Transactions Policy requiring the disinterested members of the Audit Committee to review and approve related-party transactions in excess of $120,000 involving directors, executive officers, and their immediate family members.