Cisco Systems | 2013

On November 19th, 2013, Etica Sgr voted for the fifth time the AGM of Cisco Systems, an American corporation that operates in the software & computer services sector.

Etica Sgr voted in favor of all Directors candidates because it has appreciated their skills and it has nothing to report about their backgrounds; Etica Sgr has appreciated the company corporate governance structure including the high majority of independent directors on the board and that the key Board committees are wholly independent.

Etica SGR voted in favor of the amendment and restatement of the Cisco Systems, Inc. 2005 Stock Incentive Plan because it retains that the employees stock plan could increase the employees’ sense of belonging to the Company and align their interests to Cisco Systems ones.

Etica Sgr has voted against executive compensation because it has taken into consideration some points of weakness: CEO and NEOs remuneration are excessive, in particular comparing them with the median of its peers competitors; the ratios between CEO and NEOs variable and fixed remuneration has been evaluated as un-balanced. Besides, Cisco Systems has not provided remunerations schemes linked to ESG issues goals and it does not report about the CEO and the average of all Company’s employees remuneration ratio.

Etica Sgr abstained from the voting of auditor ratification item because PricewaterhouseCoopers LLP has been the Auditor of the Company for 25 years and Etica Sgr would like to have more evidence of the Auditor’s independence.

Lastly, Etica Sgr has voted against shareholder proposal because it considers that a proxy voting advisor, in order to be considered as effectively independent, should not be hired by the Company, especially in order to support Company’s shareholders. Indeed this practice could raise a potential conflict of interest.

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