Cisco 2023 Annual Report8
Cisco’s Board of Directors recognizes that being a sustainable
business is essential for success and in fiscal 2023 created
a new Environmental, Social and Public Policy Committee.
This committee will enhance oversight of Cisco’s initiatives,
policies, programs, and strategies tied to environmental
sustainability and other key corporate social responsibility
and public policy matters.
Stockholder
engagement
At Cisco, we recognize the importance
of regular and transparent communication
with our stockholders. Each year, we
continually engage with a significant
portion of stockholders that includes our
top institutional investors.
In fiscal 2023, our Board of Directors,
Executive Leadership and Investor
Relations team met with investors
representing approximately 40% of our
shares outstanding, including 79% of
our 30 largest stockholders.
We engaged with these stockholders
on a variety of topics, including our
business and long-term strategy,
corporate governance and risk
management practices, board leadership
and refreshment, diversity, corporate
responsibility initiatives (including
environmental, social, and governance
topics), executive compensation
program, and other matters of
stockholder interest.
Risk management
approach
We believe that risk is inherent
in innovation and the pursuit of
long-term growth opportunities.
Cisco’s management is responsible
for day-to-day risk management
Corporate
governance
activities. The Board of Directors, acting
directly and through its committees, is
responsible for the oversight of Cisco’s
risk management. With the oversight
of the Board of Directors, Cisco has
implemented practices, processes, and
programs designed to help manage the
risks to which we are exposed in our
business and to align risk-taking with our
efforts to increase stockholder value.
Policies
and practices
We have adopted corporate governance
policies, guidelines, 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 SEC, the listing
requirements of Nasdaq, and applicable
corporate governance requirements.
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Stockholder proxy access
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Annual election of all directors (since IPO)
●
Majority voting (since 2007)
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Robust Lead Independent
Director role
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Stockholder right to call a
special meeting (since IPO)
●
No poison pill
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Recoupment/clawback policy
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Stock ownership guidelines for
directors and executive officers
●
Stockholder recommendations for
director candidate to the Board
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Stockholder right to act by
written consent (since IPO)
Risk oversight
Audit Committee
The Audit Committee, which
oversees financial and risk
management policies, and
programs related to cybersecurity
and data protection, currency,
interest rate, equity, and insurance
risk, receives regular reports on
enterprise risk management (ERM)
from the chair of the ERM operating
committee and receives regular
reports on cybersecurity from
senior management on a quarterly
basis and a detailed presentation
from our Chief Security and Trust
Officer two or more times per year.
Other committees
Other board committees oversee
certain categories of risk associated
with their respective areas
of responsibility.
Board of Directors
The Board of Directors regularly
discusses many core subjects with
executive management, including
strategy, operations, information
systems, finance, legal and public
policy matters, in which risk
oversight is an inherent element.
Management
Cisco’s management has
implemented an ERM program,
managed by Cisco’s internal audit
function, that is designed to work
across the business to identify,
evaluate, govern, and manage risks
and Cisco’s response to those risks.
Cisco’s internal audit function
manages the enterprise ERM
program and performs an annual
risk assessment that is used by the
ERM program. The structure of the
ERM program includes both an ERM
operating committee that focuses
on risk management-related
topics and an ERM executive
committee consisting of members
of management.
The ERM operating committee
conducts global risk reviews and
provides regular updates to the
ERM executive committee.