Oversight of Diversity and Inclusion Matters Our focus on diversity and inclusion inis reflected throughout our workforce startsorganization, starting at the top. Thirty-threehighest level: • Our CEO is a woman and thirty-six percent of our Board members are women or come from a diverse background (four of our 1514 Board members are women, including one of our CEOs)women). Since 2006, Oracle Women’s Leadership (OWL), a leadership and professional development program, has sought to develop, engage and empower current and future generations of Oracle women leaders. Each of our more than 80 worldwide OWL communities is led by a senior Oracle woman leader and focuses on professional development, networking and community outreach at the local level. OWL’s global events are open to all Oracle employees, promoting diversity and inclusion across our workforce. In addition to fostering diversity and inclusion at Oracle, we support efforts to build a future pipeline of diverse talent in the technology industry globally. Oracle has committed to invest more than $3 million in direct andin-kind funds to immerse girls worldwide in science, technology, engineering and math (STEM) through the U.S. government’s Let Girls Learn initiative. Under this commitment, Oracle is offering more than 65 direct educational events and support conferences, summer computing camps and codefests for girls, with the aim of inspiring them to explore and pursue opportunities in STEM fields. In addition, Oracle Education Foundation and Oracle Volunteers are teaching girls coding, electrical engineering and project management through workshops at Design Tech High School, an innovative public high school housed in a new facility that Oracle constructed on the campus of its headquarters. Oracle has also partnered with the Anita Borg Institute for Women in Technology, the Grace Hopper Celebration of Women, the Level Playing Field Institute, the Society of Women Engineers, the Women of Color STEM Conference, the United Negro College Fund Scholars Program, Lesbians Who Tech, and the National Society of Black Engineers Jr., among other organizations that foster the advancement of underrepresented groups in the technology industry.
Pay equity is a serious societal and global issue. Oracle promotes equality through our hiring, pay and promotions processes. Specifically:
• New jobsThe Board’s Corporate Governance Guidelines affirm that the Governance Committee, acting on behalf of the Board, is committed to actively seeking women and minority candidates for the pool from which director candidates are posted publicly for anyone to apply.selected. • HiringThe full Board has oversight responsibility and promotion pay decisions are basedhas received management presentations on a variety ofnon-discriminatory factors, including consideration of the job itselfdiversity and the pay range associated with it, as well as the skills, experience, education and expertise the individual brings to Oracle—not race or gender.inclusion matters at Oracle. • Principles of freedom from discrimination in all aspects of the employment relationship and our commitment to them are firmly set in our Code of Ethics and Business Conduct for employees as well as in our Codes of Ethics and Business Conduct for our suppliers and partners (available at). We require our suppliers and partners to confirm their understanding of and adherence to our published values and principles. In addition, we have a supplier diversity program and diversity spending goals, and we endeavor to work with and empower small businesses, as well as minority-owned, woman-owned and service-disabled veteran-owned businesses. Public Disclosure Regarding Diversity and Inclusion Efforts Consistent with our commitment to transparency, we regularly publish information regarding the progress of our diversity and inclusion efforts, both within and outside of Oracle. Our compensation framework aimswritten policies and practices, including our Equal Employment Opportunity policy, our Human Rights Statement (https://www.oracle.com/a/ocom/docs/corporate/citizenship/human-rights-statement.pdf), and our Code of Ethics and Business Conduct, have been put in place in part to ensure that our corporate culture embraces respect for racial diversity and cultivates an inclusive workforce and work environment. We also publish a Corporate Citizenship Report (https://www.oracle.com/corporate/citizenship/) that describes our corporate citizenship values and ethics and efforts in the areas of education, giving, volunteering and sustainability. We also maintain a website devoted to “Diversity and Inclusion” (https://www.oracle.com/corporate/careers/diversity-inclusion) that discusses methods through which we promote diversity and inclusion within and outside of our workplace, including through employee resource groups such as the Alliance of Black Leaders for Excellence, and partnerships with many outside organizations devoted to diversity and inclusion. The Diversity and Inclusion website provides detailed reporting on the demographic make-up of our workforce and includes a link to our publicly available EEO-1 statement. Oracle’s Products: Oracle enables our customers to promote racial equity and achieve greater diversity and inclusion We take issue with the assertion that Oracle is responsible, through our product offerings, for racially biased interactions between law enforcement and people of color, including in connection with recent racial justice protests. Although the proponent of this proposal references an ongoing lawsuit against the Detroit Police Department regarding their use of facial recognition technology, to our knowledge, such technology was created by an unrelated third party. Oracle is not named in the complaint nor are we a party to this lawsuit. Oracle is committed to applying artificial intelligence (AI) in a responsible way, by considering fairness implications during the product development process and continually striving toward the goal of ensuring that the systems we help develop are designed to reduce implicit bias. Our Board is mindful of these issues, having received presentations on the benefits and risks of AI, and benefits from the knowledge and expertise of one of our directors in the field of AI. While the Board does not believe that Oracle is responsible for actions that may be taken by our customers, our products do assist organizations to comply with regulatory requirements aimed at racial equity as well as recognitionto achieve their own internal diversity and inclusion goals. For example, Oracle products enable companies and organizations to comply with laws, regulations, and standards that promote racial equity. Pursuant to state, local, and federal law, there is an expansive list of each employee’s particular knowledge, skills, abilities, performance, experience,protected classes that cannot be discriminated against in employment. Oracle’s products can be used by customers to help avoid disadvantaging members of such protected classes in their hiring process. We provide the tools to allow companies and contributionsorganizations to the company.strive towards fairness and inclusion in their employment practices. In addition, Oracle assists our customers to identify inequities in their own systems and processes so that they may develop solutions to achieve greater equity and inclusion. • Inquiries about candidates’ prior salary history pay are prohibited. This policy has been in effect in Oracle’s U.S. offices prior to the enactment of state laws in California and elsewhere prohibiting this practice.
Relatively few global companies have publicized their internal pay data and it does not appear to have had any additional beneficial effect. We believe the creation and publication of a pay equity report as requested by this proposal would be costly and time-consuming and, inIn light of this and of our long-standing effortscommitment to fostering and advancing racial equity and diversity at Oracle as well as in this area, would not lead to meaningful gains in support of workforce diversitysociety as a whole, our Board believes the requested audit and gender pay equity.related report are unnecessary.
For the reasons set forth above, the Board unanimously recommends a vote AGAINST adoption of Proposal No. 4.5. | | |
Ongoing Board refreshment: 
No severance benefit arrangements except as provided under our equity incentive plan to employees generally or as required by law
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No severance benefit arrangements except as provided under our equity incentive plan to employees generally or as required by law
