Table of Contents

Why this is important.

The Workday board of directors oversees and/or manages 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 employees, officers, and directors.

The Workday philosophy demands sound corporate governance that is rooted in integrity, ethical conduct, and compliance.

Board structure and committees.

The board consists of nine members. Six of the directors are independent, as defined by the rules of the New York Stock Exchange, including all members of the board’s Audit Committee, Compensation Committee, and Nominating and Governance Committee. Chairman of the Board David Duffield is a non-executive officer. Vice-Chairman George Still, Jr., is a lead independent director of the board.

Find more information on the Workday board of directors—including committees, structure, and biographies of each director as well as the Code of Conduct and Corporate Governance Guidelines—on the Workday Corporate Governance web page.

Operating with integrity.

Workday is committed to observing the highest standards of ethical business conduct. Our 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 our 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 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. Our board of directors and senior management have adopted numerous other policies, such as an anti-corruption policy, to promote good governance and deter unethical and unlawful behavior.

On a day-to-day basis, the Workday chief privacy officer, vice president of Privacy, 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 must acknowledge receiving a copy of our Code of Conduct and watch a related training video. Depending on their role, individuals must also complete additional secondary compliance training. Refresher training courses on the Code of Conduct and related policies take place periodically.

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 is available 24 hours a day, 7 days a week, every day of the year. In addition, an online web-submission system and an ethics email box all provide opportunities for direct communication by employees and external stakeholders 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.