CISCO SYSTEMS | 2012

For the third time, on November 15, 2012 Etica Sgr voted at each item on the agenda in Cisco shareholders’ meeting.
It voted for the election of 10 among 13 Directors proposed, abstaining from the election of Mrs. Bartz and Mr. West because of the lack of a clear evidence of their “independent directors” status and Mr. Chambers, because he is, at the same time, President and CEO. Instead Etica voted for the approval of amendment and restatement of the executive incentive plan because is not aware about any controversial item. Etica voted for the approval of executive compensation because it has appreciated the information details and transparency in compensation plan, in particular related to variable component. Etica Sgr abstains about the election of PricewaterhouseCoopers LLP as Cisco’s independent registered public Accounting Firm for Fiscal 2013, because it has been Cisco’s auditor for already 24 years and this is considered a lack of a clear evidence of independent criteria.
Finally Etica voted for two items proposed by two minor shareholders requiring the presence of an independent Board Chairman and to prepare a report on “Conflict Minerals” in Cisco’s supply chain because, even if Cisco has adopted a specific policy on the management of Conflict Minerals activities, it thinks that it could be good to improve the due diligence on this issues before 2014 (when companies will be obliged to report transparently about these businesses).
Etica Sgr also underlined that good corporate governance practices provide for the separation of the role of Chairman from that of CEO. Finally Etica proposed the inclusion of ESG targets for the definition of the variable part of compensations and required the figure of the gap between the CEO remuneration and the average of employees’ one (very important data in order to understand the real ratio of company’s remunerations).

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