Cisco is committed to stockholder-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, 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 with broad authority and responsibility;
  • The independent members of the Board of Directors meet regularly without the presence of management;
  • Stockholders may recommend a director nominee to Cisco’s Nomination and Governance Committee;
  • Stockholders that meet eligibility requirements may submit director candidates for election in Cisco’s proxy statement through its proxy access bylaw provision;
  • Stockholders have the right to take action by written consent;
  • Stockholders owning 10% of the outstanding shares of Cisco’s common stock 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 and Management Development Committee, and the Nomination and Governance Committee—are independent;
  • The charters of each 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.

Chuck Robbins
Chair and Chief Executive Officer
R. Scott Herren
Executive Vice President and Chief Financial Officer

For Committee Charters please see the Committees.