Environmental, Social, and Public Policy Committee

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I. Purpose

The purpose of the Committee is to assist the Board in discharging its responsibilities relating to oversight of the Company’s initiatives, policies, programs, and strategies concerning environmental sustainability and other key corporate social responsibility (“CSR”) and public policy matters, as more fully set forth in Section III of this Charter.

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II. Composition

The Committee shall consist of not less than three members of the Board. The members of the Committee shall be appointed by the Board and are subject to annual reconfirmation. The Board shall designate one member of the Committee as the Committee’s chairperson. The members of the Committee may be removed by the Board.

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III. Responsibilities and Duties

In carrying out the purpose set forth in Section I above, the Committee shall:

  1. Review and discuss with management and bring to the attention of the Board, as appropriate, the Company’s initiatives, policies, programs, and strategies, including related goals and commitments, relating to environmental sustainability and other CSR and public policy matters, including:
    1. environmental sustainability;
    2. human rights;
    3. inclusion and diversity goals and commitments;
    4. privacy;
    5. accessibility;
    6. trade policy and global dynamics; and
    7. responsible artificial intelligence.
  2. Review and discuss with management and bring to the attention of the Board, as appropriate, the legislative, regulatory, and public policy developments and trends that could affect the Company’s business activities, performance, and reputation. 
  3. Review, as necessary or appropriate, the Company’s non-financial public reporting with respect to environmental sustainability and other CSR and public policy matters, including the Company’s annual Purpose Report.
  4. Review the outcomes of the Cisco Foundation, and the Company’s other charitable giving, and review the Company’s policies and guidelines for its charitable programs. 
  5. Review, periodically, this Charter for adequacy and recommend any changes to the Board.
  6. Perform any other activities consistent with this Charter, the Company's Amended and Restated Bylaws, and governing law, as the Committee or the Board deems necessary or appropriate.
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IV. Meetings

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter. A majority of the total number of members of the Committee shall constitute a quorum at all Committee meetings. Minutes shall be kept of each meeting of the Committee. The Committee shall report on significant activities of the Committee to the Board.

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V. Resources and Authority

The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. The Committee shall have full access to the Company’s executives and other personnel as necessary to carry out its responsibilities. In fulfilling its responsibilities, the Committee shall have the authority to delegate its authority to subcommittees or to one or more members of the Committee, in each case, to the extent permitted by applicable law.

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Committee Members

Wes Bush, Chair

Michael Capellas

Dr. Kristina M. Johnson