Cisco 2014 Annual Report Download - page 131

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Internal Control over Financial Reporting
Management’s report on our internal control over financial reporting and the report of our independent registered public
accounting firm on our internal control over financial reporting are set forth, respectively, on page 72 under the caption
“Management’s Report on Internal Control Over Financial Reporting” and on page 71 of this report.
There was no change in our internal control over financial reporting during our fourth quarter of fiscal 2014 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item relating to our directors and nominees is included under the captions “Proposal
No. 1: Election of Directors—General,” “—Business Experience and Qualifications of Nominees,” and “—Board Meetings
and Committees—Nomination and Governance Committee” in our Proxy Statement related to the 2014 Annual Meeting of
Shareholders and is incorporated herein by reference.
The information required by this item regarding our Audit Committee is included under the caption “Proposal No. 1:
Election of Directors—Board Committees and Meetings” in our Proxy Statement related to the 2014 Annual Meeting of
Shareholders and is incorporated herein by reference.
Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive
officers is included under the caption “Executive Officers of the Registrant” in Part I of this report.
The information required by this item regarding compliance with Section 16(a) of the Securities Act of 1934 is included
under the caption “Ownership of Securities—Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy
Statement related to the 2014 Annual Meeting of Shareholders and is incorporated herein by reference.
We have adopted a code of ethics that applies to our principal executive officer and all members of our finance
department, including the principal financial officer and principal accounting officer. This code of ethics, which consists of the
“Special Ethics Obligations for Employees with Financial Reporting Responsibilities” section of our Code of Business
Conduct that applies to employees generally, is posted on our website. The Internet address for our website is www.cisco.com,
and the code of ethics may be found from our main webpage by clicking first on “About Cisco” and then on “Corporate
Governance” under “Investor Relations,” next on “Code of Business Conduct” under “Corporate Governance,” and finally on
“Special Ethics Obligations for Employees with Financial Reporting Responsibilities.”
We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver
from, a provision of this code of ethics by posting such information on our website, on the webpage found by clicking through
to “Code of Business Conduct” as specified above.
Item 11. Executive Compensation
The information appearing under the headings “Proposal No. 1: Election of Directors—Director Compensation” and
“Executive Compensation and Related Information” in our Proxy Statement related to the 2014 Annual Meeting of
Shareholders is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item relating to security ownership of certain beneficial owners and management is
included under the caption “Ownership of Securities,” and the information required by this item relating to securities
authorized for issuance under equity compensation plans is included under the caption “Ownership of Securities—Equity
Compensation Plan Information,” in each case in our Proxy Statement related to the 2014 Annual Meeting of Shareholders,
and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item relating to review, approval or ratification of transactions with related persons is
included under the caption “Certain Relationships and Related Transactions,” and the information required by this item
relating to director independence is included under the caption “Proposal No. 1: Election of Directors—Independent
Directors,” in each case in our Proxy Statement related to the 2014 Annual Meeting of Shareholders, and is incorporated
herein by reference.
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