Investor confidence in public companies is essential to the functioning of the global economy. At this website, we intend to provide you with key information about our corporate governance policies. These policies provide a framework for the proper operation of our company, consistent with our shareholders' best interests and the requirements of the law.
Ensuring that Cisco's financial results fairly reflect the results of our operations is of paramount importance to this company and our investors. At Cisco, we have always been diligent in maintaining compliance with our established financial accounting policies, which are consistent with requirements of Generally Accepted Accounting Principles (GAAP), and for reporting our results with objectivity and the highest degree of integrity. We are committed to providing financial information that is transparent, timely, complete, relevant and accurate.
Cisco is committed to shareholder-friendly corporate governance and the Board of Directors has adopted clear corporate policies that promote excellence in corporate governance. We have adopted policies and practices that are consistent with our commitment to transparency and best-in-class practices, as well as to ensure compliance with the rules and regulations of the Securities and Exchange Commission (“SEC”), the listing requirements of NASDAQ, and applicable corporate governance requirements. Key corporate governance policies and practices include:
- The Board of Directors has held annual elections of directors since Cisco’s initial public offering;
- The Board of Directors has adopted majority voting for uncontested elections of directors;
- A majority of the Board of Directors is independent of Cisco and its management;
- The Board of Directors has a robust Lead Independent Director role;
- The independent members of the Board of Directors meet regularly without the presence of management;
- Shareholders may recommend a director nominee to Cisco’s Nomination and Governance Committee;
- Shareholders that meet standard eligibility requirements may submit director candidates for election in Cisco’s proxy statement through its proxy access bylaw provision;
- Shareholders have the right to take action by written consent;
- Shareholders have the right to call a special meeting;
- No poison pill;
- All members of the key committees of the Board of Directors—the Audit Committee, the Compensation Committee, and the Nomination and Governance Committee—are independent;
- The charters of the committees of the Board of Directors clearly establish the committees’ respective roles and responsibilities;
- Cisco has a clear Code of Business Conduct (“COBC”) that is monitored by Cisco’s ethics office and is annually affirmed by its employees;
- Cisco’s ethics office has a hotline available to all employees, and Cisco’s Audit Committee has procedures in place for the anonymous submission of employee complaints on accounting, internal accounting controls, or auditing matters;
- Cisco has adopted a code of ethics that applies to its principal executive officer and all members of its finance department, including the principal financial officer and principal accounting officer;
- Cisco’s internal audit function maintains critical oversight over the key areas of its business and financial processes and controls, and reports directly to Cisco’s Audit Committee;
- Cisco has adopted a compensation recoupment policy that applies to its executive officers; and
- Cisco has stock ownership guidelines for its non-employee directors and executive officers.
We are dedicated to ensuring that the high standards of financial accounting and reporting we have established are maintained. Our culture demands integrity and an unyielding commitment to strong internal practices and policies. We have the highest confidence in our financial reporting, underlying system of internal controls and our people, who are objective in their responsibilities and operate under the highest level of ethical standards. We thank you for the confidence you have placed in us.
Chief Executive Officer
Kelly A. Kramer
Executive Vice President and Chief Financial Officer
For Committee Charters please see the Committees.