Corporate Governance Practices

Presented By: Vibhor Arora ( 2011224 ) Vibhore Jaiswal ( 2011225 ) Vidushi Gandhi (2011226 ) Vinamra Kumar (2011227 ) Vineet Jain ( 2011229 ) Vinit Kumar Singh ( 20112301 )

Introduction :
An American multinational corporation headquatered in

San Jose, California, US. This company is in the business of designing, manufacturing, and selling networking equipment. It has marked its presence in almost all the developed and emerging nations.

Cisco Code of Business Conduct

Honest and ethical conduct in all relationships.
Full, fair, accurate, timely and understandable disclosure in public reports

and documents. Protection of all confidential and proprietary information. Compliance with applicable governmental directives, laws, rules and regulations. Prompt internal reporting of any violations of the COBC. Applicable to everyone at Cisco worldwide.

Board composition
Size of the Board: The Companys Bylaws provide that the Board will be not less than 8 nor more than 15 directors. Majority of Independent Directors: It is the policy of the Board that a majority of the directors will not be current employees of the Company and will otherwise meet appropriate standards of independence.

In determining independence, the Board will consider the definition of independent director in the listing standards of The Nasdaq Stock Market.
Board of Directors: There are 13 directors serving on the board. To name a few are:

a) Carol A. Bartz ( former CEO at yahoo Inc.), b) Marc Benioff (Chairman and Chief Executive Officer, salesforce.com, inc.)
Executive Officers: There are 10 executive officers. John T. Chambers is the CEO of the company and the Chairman of the board.

 Management Directors. The Board anticipates that the Companys

Chief Executive Officer (CEO) will be nominated annually to serve on the Board.
Chair; Lead Independent Director.

Both independent and management directors, including the CEO, are eligible for appointment as the Chair . Each term of service in the Lead Independent Director position is one year.

Selection of Board Nominees The Nomination and Governance

Committee considers nominees recommended by directors, officers, employees, shareholders and others using the same criteria to evaluate all candidates .

 Board Compensation. The Board, through the Compensation and

Management Development Committee, will review, with the assistance of management or outside consultants if desired, appropriate compensation policies for the directors serving on the Board and its committees.
Board Evaluations. The Board shall conduct a self-evaluation at least

annually.

Board Meetings and Materials

Scheduling of Full Board Meetings. Board meetings will be scheduled in

advance, ordinarily for a full day every other month at the Companys principal executive office.
Agenda and Materials. The CEO, in consultation with the Chair (if

separate from the CEO) and the Lead Independent Director, if any, will have primary responsibility for preparing the agenda for each meeting .
Board Presentations and Access to Information. The Board encourages

the presentation at meetings by managers who can provide additional insight into matters being discussed or who have potential that the CEO believes should be given exposure to the Board.

Committees
Audit Committee:

The purpose of the Audit Committee is to assist the Board of Directors (the "Board") in fulfilling its oversight responsibilities by reviewing the financial information which will be provided to the shareholders and others. The Committee meet on a regular basis at least 4 times each year, and will hold special meetings as circumstances require.

Contd.
The Compensation and Management Development Committee:

Basic responsibility is to review the performance and development of the Company's management in achieving corporate goals and objectives and to assure that the Company's executive are compensated effectively in a manner consistent with the strategy of the Company, competitive practice, sound corporate governance principles and shareholder interests. The Committee meets as often as necessary to carry out its responsibilities. Meetings may be called by the Chairman of the Committee and/or by the management of the Company.

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Contd.
The Finance Committee:

The committee is authorized to review and approve the Company's global investment policy. To review the Company's minority investments and fixed income assets. The Finance Committee is also authorized to approve the acquisition and leasing (through synthetic leases or otherwise) of real property by the Company. The Finance Committee shall be comprised of not less than three directors.

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Contd.
The Acquisition Committee :

The committee shall have the authority to review and approve merger and acquisition transactions and investment transactions proposed by the Company's management. The Acquisition Committee shall be comprised of not less than three directors.

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Contd.
The Nomination and Governance Committee :

The committee shall oversee, review, and make periodic recommendations concerning the Company's corporate governance policies, and shall recommend candidates for election to the Company's Board of Directors. The Committee shall be comprised of not less than three directors each of whom shall be an "independent director" as required by the rules of The Nasdaq Stock Market, Inc. ("Nasdaq").

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Ownership Guideline
Director Stock Ownership :

Each non-employee director is required to own shares of the Companys common stock having a value equal to at least five times the non-employee directors regular annual cash retainer. The value of a share shall be measured as the greater of the then current market price or the closing price of a share of the Companys common stock on the acquisition date.
Executive Stock Ownership :

The Chief Executive Officer is required to own shares of the Companys common stock having a value equal to at least five times the Chief Executive Officers base salary. The value of a share shall be measured as the greater of the then current market price or the closing price of a share of the Companys common stock on the acquisition date.
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Management Responsibilities :
Management Succession and Development Planning:

The CEO will review with the Board succession and development plans for senior executive officers.
Financial Reporting, Legal Compliance and Ethical Conduct: The

Boards governance and oversight functions do not relieve the Companys executive management of the primary responsibility for preparing financial statements which accurately and fairly present the Companys financial results and condition

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Financial Officer Code of Ethics

CEO, CFO and Finance Department employees must adhere to the following principles: Integrity and Compliance: Act with honesty and integrity. Provide information that is accurate, complete, objective, relevant, timely, and understandable. Comply with the rules and regulations of federal, state, provincial, and local governments. Act in good faith, responsibly, and with due care, competence, and diligence, without misrepresenting material facts.

1. 2. 3. 4.

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1. 2.

Protecting Information and Assets : Respect the confidentiality of information acquired in the course of doing his or her work. Achieve responsible use of and control over all assets and resources employed by Cisco.

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1. 2. 3.

Personal Accountability : Share knowledge and maintain skills. Proactively promote and be an example of ethical behavior as a responsible partner. Promptly report to the Vice President of Governance, Risk, and Controls (GRC) and/or the Chairman of the Audit Committee any conduct that he or she believes to be a violation of law.

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Violations :
1. 2.

It includes failure to report potential violations by others. Any such violation can lead to termination of employment.

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Thank You

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