cisco systems Code of Business Conduct

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cisco systems Code of Business Conduct

  1. 1. Connecting with Our Values Code of Business Conduct
  2. 2. 2 Cisco Systems, Inc.
  3. 3. Contents Message from John Chambers, 5 Chairman and CEO I Am Ethical 6 • Connect with Our Values • Make Good Choices • Ethics Decision Tree I Know The Code 11 • Cracking the Code • Waivers • Annual Certification I Share My Concerns 16 • My Obligation • How to Voice My Concerns I Respect Others 21 • Harassment • Discrimination • Retaliation • Accommodation for Individuals with Disabilities • Drugs and Alcohol • Workplace Safety I Use Resources Responsibly 24 • Company Assets • Electronic Communication • E-Mail Management • Environmental Practices I Avoid Conflicts of Interest 29 • Serving on Outside Boards, Committees, or Associations • Investments and Interests in Other Businesses • Inventions, Books, and Publications • Speaking Engagements • Mixing Work and Family Relationships 34 Understand Policies Related to I Favors, Gifts, and Entertainment • Commercial Companies • Government Officials and Agencies • Internal Employees • Raffles and Giveaways • Local Customs • Expense Reports I Protect What Is Ours 43 • Proprietary Information • Information Security I Follow the Law 48 • Antitrust/Competition Laws • Insider Trading • Foreign Corrupt Practices Act • Government Business and Political Contributions • Using Copyrighted Material • Export, Re-Export, and Transfer Policy 55 Am Accurate and Ethical I with Our Finances • Financial Officer Code of Ethics • Violations 58 esources to Make the R Ethics Connection Code of Business Conduct 3
  4. 4. 4 Cisco Systems, Inc.
  5. 5. Dear Cisco® Employee, Cisco‘s success is founded on the set of values each of us wears on our Cisco culture badge. Several of these values remind us that preserving an ethical workplace is critical to our long-term success as a company—including trust, integrity, inclusion, empowerment, and open communication. The message for each employee is unambiguous—any success that is not achieved ethically is no success at all. At Cisco, we will not tolerate anything less than clearly ethical behavior. As we continue to power the human network, each of us is responsible for connecting with our values and maintaining high standards of conduct in everything we do. Our Code of Business Conduct (COBC) is a valuable tool with information about our policies and procedures, guidelines for ethical decision-making, and real-life examples of situations you may encounter on the job. Use this practical resource as a guide in applying our core values to the specific situations of day-to-day business. If you are unsure of what to do in a particular situation or suspect that our COBC is being violated, you have an obligation to speak up. Please talk to your manager or also feel free to contact the Ethics Office or the Legal Department. You may also voice your concerns anonymously through the Cisco EthicsLine. All of these options are described in detail in this COBC. Remember, our standing as an ethical company—just like our reputation as the leader in world-changing technology—is a critical asset, as important to our success as the technology we create. We are all responsible for protecting it. Together, we demonstrate by our actions that Cisco is a company united by strong values and a commitment to do the right thing. I expect this of myself; I expect this of my leadership team; and I expect it of every one of you. Thank you for being part of the Cisco family and for your commitment to these important values. Sincerely, John Chambers Chairman and CEO Code of Business Conduct 5
  6. 6. I Am Ethical Innovative ideas, emerging technologies, strategic acquisitions—I work in an industry where the pace is fast and change is constant. But there are some things that don’t change, like the commitment to doing business honestly, ethically, and with respect for each other. I think Cisco has been successful as a company because we put core values like these into practice on the job every day—doing the right thing is just part of our DNA. 6 Cisco Systems, Inc.
  7. 7. Cisco says... Cisco was founded in an environment of open communication, empowerment, inclusion, integrity, Connect and trust. with the These values remain at the forefront of our culture and our business Code decisions. We must maintain our commitment to these values and continue building a culture that understands what is acceptable and what is not. We will never compromise on issues of integrity. Our Code of Business Conduct (COBC) reinforces our core values and is a guide to help you make the right ethical decisions and resolve issues you may encounter. • Observe, and preserve, our core values of Make good choices. open communication, empowerment, inclusion, When you are faced with an ethical dilemma, you have a responsibility to take integrity, and trust. action. A decision tree can help. It may seem easier to say nothing or look the other way, but taking no action is, in itself, an action that can have serious consequences. Let the decision tree guide your actions. Speak up if you • Make decisions that are see or suspect activity that violates our COBC. As we continue to grow and consistent with these core innovate, you will be helping to further our mission and preserve our core values. values. • Comply with all applicable Our continued success depends on your ability to make laws and regulations in each decisions that are consistent with our core values. country where we do business. Regardless of the situation, exercise total honesty and integrity in everything you do. As an employee, you are responsible for complying with all applicable laws and regulations in each country in which we do business and for knowing and complying with our COBC and other policies of the company. Violations of law or this COBC or other policies of the company are subject to discipline, which may include termination. Your commitment to doing the right thing will strengthen our team and our reputation as a global leader. 8 Cisco Systems, Inc.
  8. 8. What if... What if I’m not sure if a particular action is a violation of our COBC? Check the guidelines here in the COBC for an answer. If the answer is still not clear, use the decision tree below to help you determine the right course of action and whom to contact for help. Ethics Decision Tree A decision tree can be a useful tool when faced with a difficult decision. Ask yourself: Not sure? The action may The action may The action may Talk to your manager, the have serious have serious have serious Legal Department, or the consequences. consequences. consequences. Ethics Office for guidance. Don’t do it. Don’t do it. Don’t do it. ? No No No Could this Does this Does this adversely impact reflect Cisco Is it legal? Yes Yes Yes Yes comply with company values/culture? Cisco policy? stakeholders? The action may have serious consequences. Don’t do it. ? ? ? No Not sure? Not sure? Not sure? Contact the Talk to your manager, Check the Ethics Legal Department HR representative, Office Website or Would I feel for guidance. or Legal Department contact your manager concerned if for guidance. or Ethics Office for ? guidance. this appeared Yes in a news headline? The action may Not sure? have serious Talk to your consequences. manager, the Don’t do it. Legal Department, or the Ethics Office for guidance. No Could this ? impact Cisco Yes if all employees did this? The action may Not sure? have serious Talk to your consequences. manager, the Don’t do it. Legal Department, or the Ethics Office for guidance. No The decision to move forward appears appropriate. Code of Business Conduct 9
  9. 9. 10 Cisco Systems, Inc.
  10. 10. I Know the Code I would never knowingly violate a law or policy, but sometimes situations arise where the right thing to do is not clear, so I refer to the COBC for clarification. Code of Business Conduct 11
  11. 11. Cisco says... It’s easy to crack the code—our COBC is user-friendly. Connect We believe that long-term, trusting business relationships are built by being honest, open, and fair. Our COBC reflects this belief. It’s a resource you can with the rely on to help determine what is appropriate—and what’s not—when it comes to acting with integrity in the workplace. It promotes: Code • Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships • Read, understand, and • Full, fair, accurate, timely, and understandable disclosure in reports and comply with the COBC. documents that we file with, or submit to government agencies and in other public communications • Seek help if you have • The protection of confidential and proprietary information about Cisco, our questions about the COBC. employees, contractors, customers, partners, and vendors • Compliance with applicable governmental directives, laws, rules, and • Certify annually that you have regulations reviewed and understand • Prompt internal reporting of any violations of the COBC the COBC. • Accountability for adherence to the COBC by every Cisco employee The COBC applies to everyone at Cisco. The COBC applies to all Cisco employees, subsidiaries, and members of our Board of Directors. We also seek to do business with suppliers, customers, and resellers who adhere to similar ethical standards. The COBC is monitored by our Ethics Office and is affirmed yearly by every employee through an annual certification process. As an employee, you are required to know, understand, and abide by the COBC. Remember, you are in charge of your decisions and your actions, so when in doubt, check it out. No one has the authority to make you violate the COBC, and any attempt to do so is unacceptable. You also have a responsibility to watch for potential violations of the COBC and to report them—whether they occur inside Cisco or through external dealings with our customers or other persons, businesses, or governments. Refer to the COBC “I Share My Concerns” section for guidance on how to report your concerns. If you are a manager, you carry a leadership role and are responsible for setting a good example for your employees, encouraging open and honest communication, and taking action when ethical issues are brought to your attention. Work to ensure that those who report to you understand the requirements of the COBC, and support employees who, in good faith, raise questions or concerns. You are responsible for taking action to address conduct that is in violation of the COBC and to seek help from the Ethics Office if the proper course of action is not clear. 12 Cisco Systems, Inc.
  12. 12. It is extensive…but not exhaustive. You will find that the COBC provides detailed guidance, but cannot address every situation you may possibly face in the course of your workday. We rely on you to exercise good judgment in your decision-making and to seek help when you have questions or concerns that are not addressed in the COBC. We continuously monitor laws and regulations as they apply to our operations worldwide, but again, we trust our employees to follow the spirit of the law and do the right, ethical thing even when the law is not specific. In some cases, local country law may establish requirements that differ from our COBC. If a local law conflicts with our COBC, we follow the law; if a local business practice conflicts with our COBC, we follow our COBC. When in doubt, ask for help. For additional information on ethics at Cisco, contact the Ethics office at ethics@cisco.com. Waivers of a provision of this COBC must be submitted to and approved by the Ethics Office. Waivers for any Cisco executive officer or member of Cisco’s Board of Directors must be submitted to the Ethics Office and approved by the Board of Directors. Waivers granted to executive officers or members of Cisco’s Board of Directors—along with the reasons for granting the waiver—will be publicly disclosed by appropriate means. Annual certification of the COBC and other supplemental code(s) and guidelines is required. Chairman and CEO John Chambers requests that all employees review and understand the COBC. You will be sent notification and reminder e-mails encouraging you to acknowledge the COBC. At the same time that you annually review and acknowledge the COBC, if you fall into any of the subcategories below, you are also required to annually review and acknowledge the following supplemental code(s) and guidelines: • If you support Cisco’s business with the U.S. government, read and acknowledge Cisco’s Federal Ethics Code. • If you support Cisco’s business with the U.S. public sector market, read and acknowledge Cisco’s U.S. Public Sector Engagement Guidelines. • If you support Cisco’s business regarding U.S. E-Rate Program, read and acknowledge Cisco’s E-Rate Program Guidelines. • If you are in the sales organization outside the United States, or if you are in sales in the United States and support global accounts, take the Foreign Corrupt Practices Act (FCPA) training as offered by the Legal Department. Code of Business Conduct 13
  13. 13. New hires are asked to review the COBC (and the other above-referenced supplemental codes and guidelines that are relevant to them) at the time they join Cisco. Then every year, all employees are asked to acknowledge an updated COBC (as well as the other supplemental codes and guidelines). Even if you recently signed the COBC as a new hire, you will be asked to acknowledge it again as part of the annual companywide process. The updated version may contain changes that the document you signed did not include. What if... What if I have an issue with acknowledging the COBC during annual certification? If you have an issue with acknowledging that you have reviewed the COBC, you should discuss your concerns with your manager, Human Resources representative, or the Ethics Office. Even if you fail to acknowledge the COBC, you are still obligated to follow the policies contained in it. 14 Cisco Systems, Inc.
  14. 14. Code of Business Conduct 15
  15. 15. I Share My Concerns I understand my responsibility as a Cisco employee to do the right thing when it comes to my own actions and to share my concerns when I see or suspect something that could harm my company. I like knowing there are places to turn when I have a question or concern. 16 Cisco Systems, Inc.
  16. 16. Code of Business Conduct 17
  17. 17. Cisco says... You have an obligation to speak up. Connect Every employee has a responsibility for promptly reporting any issue or concern they believe, in good faith, may constitute a violation of the COBC with the or any other Cisco policy. We also encourage you to come forward if you encounter a situation that “just does not feel right.” Open communication and Code empowerment are two of our core values, and your commitment to take action to share your concerns will help to ensure an ethical workplace for everyone. You have several options available to you for voicing • Share your concerns about your concerns. known or suspected COBC violations. Maybe you have a question about the COBC or want more details about a particular policy, or maybe you have seen or suspect that someone has • Know the options available to violated the COBC. Who do you contact? you for voicing your concerns. • Start by talking with your manager or Human Resources representative. Since they may be your closest link to an issue, they can act as a good • Understand that all reported resource to resolve your issue. This person has a responsibility to listen concerns will be promptly and to help. Cisco managers have a duty to promote an open and honest environment where members of their teams can feel comfortable about addressed. voicing their concerns without fear of retaliation. • Cooperate with investigations • If you do not feel comfortable initially discussing your concern with your into ethical misconduct. manager or Human Resources representative, or after seeking assistance you do not feel the outcome resolved your issue, please contact the Ethics Office at ethics@cisco.com. The Ethics Office is responsible for administering the COBC and is available to all employees, customers, partners, and shareholders who wish to raise concerns or an alert about potential violations. The Ethics Office manages all inquiries promptly and confidentially, to the extent possible by law. You can call the Cisco EthicsLine, available 24 hours a day, 7 days a week. The EthicsLine is a confidential option provided by The Network, a leading third-party reporting service. Your concern is documented by a highly trained interview specialist and is disseminated to appropriate Cisco management who will promptly address the matter. Theatre Phone Call Phone Number and Instructions North America Toll Free (877) 571-1700 Outside of Call Collect Tell your local telephone operator that you North America would like to place a reverse charge call to the United States and give the following number: (770) 776-5611 When the operator asks for your name, you can use “Cisco Systems” as your “name” if you want to remain anonymous. *PLEASE NOTE: Some countries in which Cisco does business do not allow such concerns to be reported anonymously. 18 Cisco Systems, Inc.
  18. 18. • Questions and concerns regarding accounting, internal accounting controls, or auditing matters (or other related issues) can be submitted to the Audit Committee at the following private mail box (PMB) address at: Cisco Systems, Audit Committee 105 Serra Way, PMB #112 Milpitas, CA 95035. Whatever reporting method you choose, your concern will be promptly addressed. Depending on the nature of an alleged violation, the Ethics Office, the Legal Department, Internal Control Services, or another applicable organization will promptly address the concern. Cisco will attempt to impose discipline for each COBC violation in a consistent manner appropriate to the nature of the violation, including termination of employment if the circumstances warrant. Cisco employees have an obligation to cooperate with investigations into ethical misconduct. Failure to cooperate and provide honest and truthful answers or information could result in disciplinary action up to and including dismissal. What if... What if my manager has told me to do something that is dangerous and possibly illegal? I know I should tell someone, but I’m afraid that my manager will make my job difficult for me if I do. The best place to raise your concerns would typically be with your manager, but since it is your manager’s request that concerns you, calling the Cisco EthicsLine is a good option. If you report your concerns through the EthicsLine, you will have the assurance of knowing that Cisco is looking into the situation and that retaliation by your manager or others will not be tolerated. What if I reported a concern but never heard anything about it? Consider whether the matter was reported anonymously. If so, to the extent that outcomes can be reported, there may not be a mechanism for getting back to the complainant. Also, while all matters will be investigated appropriately, it may not be appropriate for the review to be communicated in light of privacy and confidentiality issues. Code of Business Conduct 19
  19. 19. 20 Cisco Systems, Inc.
  20. 20. I Respect Others My vision of the ideal workplace? One that is positive, creative, and rewarding… an environment that promotes individual expression, innovation, and achievement. That’s the kind of workplace we have here at Cisco. I’m offered opportunities to grow personally and professionally, and my manager encourages me to succeed. I’m treated with respect and dignity. In return, I recognize my duty to act responsibly, be a team player, always do my best, and treat others with respect and dignity. Code of Business Conduct 21
  21. 21. Cisco says... You are free to do your job without fear of harassment. Connect Cisco prohibits conduct that singles out an employee or group of employees in a negative way because of their sex, race, color, national origin, ancestry, with the citizenship, religion, age, physical or mental disability, medical condition, sexual orientation, gender identity, veteran status or marital status. Harassment Code can take many forms, including offensive remarks, unwelcome advances, requests for sexual favors, jokes, and ethnic, racist, or sexual slurs. Any form of harassment is a violation of Cisco philosophy and policies. • Do your part to make Cisco a We do not discriminate. great place to work. We are proud of our diversity and our commitment to maintaining a diverse • Treat others with respect and workforce. In recruiting, hiring, developing, and promoting employees—all employment processes—decisions are made without regard to sex, race, dignity. color, national origin, ancestry, citizenship, religion, age, physical or mental disability, medical condition, sexual orientation, gender identity, veteran status, • If you know or suspect that or marital status. We are passionate about preserving our positive culture and others are being harassed or ensuring that each individual is treated with respect and dignity as a valued discriminated against, report it member of the Cisco team. immediately. Retaliation will not be tolerated. • Speak out against acts of Taking action against anyone who brings a discrimination, harassment, retaliation. or ethics issue forward is strictly forbidden. We take reports of retaliation seriously. Anyone found to have retaliated against another individual will face • Know and abide with Cisco disciplinary action and possible dismissal. policies regarding drugs and alcohol. Our workplace accommodates individuals with disabilities. • Report any unsafe conditions, violent acts, or threats. We are committed to working with and providing reasonable accommodations for employees and applicants with physical or mental disabilities. Disabled employees are encouraged to provide notification from their doctor describing any restrictions on their ability to perform the essential duties or functions of their job. Drugs and alcohol are prohibited here. Employees are not permitted to use, possess, or be under the influence of alcoholic beverages or illegal drugs on company property during working hours. Alcohol use at company-sponsored events is also prohibited (whether on or off company premises) except in special circumstances and with prior written approval of the department Senior Vice President. Violation of this policy will result in disciplinary action, which may include termination. 22 Cisco Systems, Inc.
  22. 22. We are committed to providing a safe and nonthreatening workplace. Employees should be familiar with and follow all safety guidelines and report any unsafe conditions or accidents. Any acts or threats of violence towards another person or company property should also be reported immediately. We want to foster the kind of environment where people feel safe and are treated with courtesy and professionalism at all times. What if... What if the person harassing me is my supervisor? If I complain, couldn’t I lose my job? No. You are a valued member of the Cisco team, and you are entitled to work in an environment free from intimidating, hostile or offensive behavior—from anyone. Contact the Human Resources Department, the Ethics Office, or the Legal Department for help (see COBC “I Share My Concerns”). What if I received an e-mail that I was not supposed to get and it included very offensive jokes? If it was not meant for me to read, is that harassment? Offensive jokes sent through company e-mail—regardless of intended recipient—have no place in a workplace that values dignity and respect for every employee. You may respond directly to the co-worker, notifying him or her that you found the e-mail offensive. Ask the individual to refrain from sending out such e-mail in the future and advise that you will escalate the matter if it continues. What if I believe I was passed up for a promotion because of my age—what should I do? Cisco policy requires that employment decisions be made without regard to age of candidate. If you feel you were treated unfairly, contact the Human Resources Department for assistance or call the Cisco EthicsLine. Code of Business Conduct 23
  23. 23. I Use Resources Responsibly Cisco counts on me to act responsibly and use good judgment to conserve and safeguard company resources— computers, telephones, Internet access, fax machines, copiers. I’m committed to using these resources frugally and ensuring that we get the best value for our money because I know it is critical to our bottom line. 24 Cisco Systems, Inc.
  24. 24. Code of Business Conduct 25
  25. 25. Cisco says... Company assets are provided for business use. Connect Company assets should be used first and foremost for business purposes and to advance our strategic objectives. We each have a responsibility to with the use and maintain our assets with care and to guard against waste and abuse. Our assets include not only the physical space in which we work, but also Code other physical assets such as securities and cash, office equipment, and information systems. It even includes things that are not of a physical nature, such as software, patents, trademarks, copyrights, and other proprietary information. • Use company assets responsibly, as if you were Get written approval when you use company assets for paying for them yourself. noncompany purposes. • Treat what is ours with care We trust you to use good judgment to conserve company resources. Do not borrow or remove them from company premises without proper authorization, and guard against waste and and never use company assets to support a personal business or consulting abuse. effort, outside fundraising activity, political activity, or lobbying. • Obtain authorization (through Use e-mail, computer, and other communications policy, procedure, or express systems lawfully and professionally. written approval from your manager) before using Cisco Occasional use of company assets for personal reasons is permitted, within reason, as long as it does not compromise Cisco’s interests or adversely assets for noncompany affect job performance (yours or that of your co-workers). How do you purposes. determine what’s acceptable? Your use of company resources should never result in significant added costs, disruption of business, or any disadvantage • Use electronic to Cisco. Be conscientious, and be responsible—do not access, distribute, communications technology download, or upload material that is prohibited by law or contains sexual responsibly and professionally. content, offensive language, anything that would negatively reflect on Cisco, or derogatory comments about race, gender, sexual orientation, or religion. Know the policies related to management and retention of e-mail. We have policies in place to help us effectively and efficiently manage our company’s e-mail system so that we are compliant with legal and business requirements. In general, employees should only retain e-mails that relate to a Cisco business record, legal matter (pending or anticipated), or audit—all other e-mail should be deleted. Be respectful and professional when using social media tools. With the rise of new media and next-generation communications tools, the way in which Cisco employees can communicate internally and externally continues to evolve. These emerging media tools include blogs, wikis, podcasts, virtual worlds, and social networking. Cisco encourages employees to learn about and use these social media tools, as they can promote 26 Cisco Systems, Inc.
  26. 26. teamwork and collaboration. Policies and guidelines regarding the use of these tools emphasize the need to: • Communicate in a respectful and professional manner • Avoid disclosing proprietary information • Keep applicable policies and regulations in mind We are committed to responsible environmental practices. We are always looking for new and innovative ways to increase the energy efficiency of our operations, reduce waste, and protect the environment in the communities where we work. We also conform to many international standards and make protecting the environment a priority. We trust our employees to take their environmental responsibility very seriously. What if... What if I write a personal letter or surf the Internet or call a family member on my office phone—are these types of activities okay? Generally, limited personal use of company resources is permitted as long as there is no incremental cost to Cisco and your work is not disrupted. What if I operate a small side business from home? Both my manager and the Ethics Office have determined that the business does not represent a conflict of interest with my Cisco work. Is it okay for my customers to leave messages on my Cisco voicemail? No. Even though there is no conflict of interest, you have an obligation to use Cisco company assets (including the communications system and voicemail) only for Cisco business. Employees are not permitted to use assets to support a second job, self-employment venture, or consulting effort. Code of Business Conduct 27
  27. 27. 28 Cisco Systems, Inc.
  28. 28. I Avoid Conflicts of Interest When I am faced with a situation and am not sure what to do, I ask myself: Am I doing what’s right for the company? Avoiding conflicts of interest means avoiding situations that create or appear to create a conflict between my personal interests and the interests of Cisco. Code of Business Conduct 29
  29. 29. Cisco says... Avoid activities or relationships that might affect your objectivity. Connect A conflict of interest may exist when you or a member of your family is with the involved in an activity that could affect your objectivity in making decisions as a Cisco employee. Examples of activities that might create a conflict of interest Code include accepting outside employment with a Cisco customer, supplier, or competitor or having a significant financial interest in them. Conflicts of interest can also arise when you or a member of your family use your position for personal gain. It is important to remember that even the appearance of a • Always ask yourself: Am I doing conflict of interest must be avoided. what is right for the company? Be sure to obtain written approval before serving on • If a conflict of interest (or the outside directorships or Technical Advisory Boards appearance of one) develops, (TABs). ask for help from the Ethics Office or Cisco’s Legal Employees who serve on outside Boards of Directors or TABs of a profit- making organization are required, before accepting, to obtain written approval. Department. Membership on boards of industry associations generally does not present a financial conflict of interest; however, you should be sensitive to possible • Check Cisco policies for conflicts with Cisco’s business interests if, for example, the association takes a guidance when investing position that is contrary to Cisco’s interests or those of our key customers. in a company that has a connection to Cisco. Investing in other companies may present a conflict of interest. • Know the circumstances At some point in your employment, you may find yourself in a position to under which you must obtain invest in a company that is (or is reasonably likely to be) a Cisco partner, written permission from the customer, supplier, competitor, or candidate for acquisition by Cisco. It is Cisco vice president for your important that you understand the potential conflict of interest that may organization. occur in these circumstances. The most important consideration is to serve our shareholders first. Cisco has developed detailed policies to address • Do not accept compensation specific investment scenarios and the necessary written approval processes for speaking engagements. associated with each. For more information on specific investments and the necessary approvals, please visit the Websites listed below or contact the Ethics Office for guidance on how to proceed. • Report potential conflicts of interest as they relate to employment of family Written permission is required in some instances. members. If you or a member of your immediate family enters into any kind of employment, business, or consulting relationship with a Cisco vendor or supplier or customer who is closely affiliated with the Cisco employee’s work responsibilities, you must receive written permission from the Cisco vice president of your organization. Once received, a copy of this written permission will be given to Human Resources to be kept in the employee’s file. This does not mean that family members are precluded from working for one of Cisco’s vendors, suppliers, or customers; it is simply a precaution we have in place to help ensure that Cisco employees avoid conducting Cisco business with members of their families—or others with whom they have a significant personal relationship—unless they have written permission from the Cisco vice president of their organization. 30 Cisco Systems, Inc.
  30. 30. Development of new products also requires written permission. Cisco employees must also obtain written permission from the Cisco vice president for their organization before developing, outside of Cisco, inventions, products, books, software, publications, or intellectual property that is or may be related to Cisco’s current or potential business. Once received, a copy of this written permission will be given to Human Resources to be kept in the employee’s file. Do not accept compensation for speaking engagements on behalf of Cisco. Speaking at events, when it is determined to be in Cisco’s best interests, is considered part of your normal job responsibilities. Because you will be compensated by Cisco for the time spent preparing for, attending, and delivering the presentation, you should not request or accept any form of compensation unless: • The compensation is some type of “acceptable” novelty, favor, or entertainment as defined in COBC “I Understand Policies Related to Favors, Gifts, and Entertainment.” • The Cisco vice president for your organization first provides written authorization, or • The fee is donated to the Cisco Foundation or other nonprofit charitable organization. Mixing family relationships with work relationships can create special workplace challenges. Personnel decisions can become difficult if the employee you supervise is also a member of your immediate or extended family. Even if you are careful and work to remain objective in your business dealings, the very fact that you share a personal relationship with this individual can suggest the appearance of a conflict of interest. As a result, employees must avoid a direct reporting relationship with any member of their immediate or extended family (or others with whom they have a significant relationship.) If such a relationship exists or occurs, you must report it, in writing, to your Human Resources representative. Cisco employees are not permitted to engage in outside-business-related activities that involve the sale, resale, marketing, or repairing of Cisco equipment (or any consulting activities related to the above) for profit. If a conflict of interest (or appearance of one) develops, report it immediately. If you need a conflict of interest determination, please contact the Ethics Office. If your situation concerns an outside-of-Cisco employment or consulting opportunity, complete and submit the Consulting and Outside Employment Approval form. Once a potential conflict is reported, the Cisco Ethics Office or Legal Department will determine whether a conflict of interest exists and advise you of your options for resolving it. Code of Business Conduct 31
  31. 31. What if... What if I develop a product that I think would be beneficial for Cisco? Does Cisco prohibit employees from becoming suppliers to Cisco? Because this situation could cause divided loyalty—or at least, the appearance of a conflict of interest—Cisco does not traditionally purchase products or services from its employees. Our reputation for impartiality and fair dealing with suppliers could be damaged by routinely acquiring products or services from employees, even with full and open competition. Before considering such an arrangement, you must obtain written permission from the Cisco vice president for your organization. What if one of my relatives works for a Cisco customer or supplier? Cisco needs to know so that appropriate action can be taken to prevent potential conflicts from affecting (or appearing to affect) company decisions. For example, if your sister works for a supplier and has been involved in procurement activities, and your manager has just informed you that she wants you to join a proposal team looking at bids from various companies— including the one that employs your sister—you must disclose it. What if my nephew applies for a job opening in the department I manage? Cisco policy does not prohibit your nephew from working for you, but such an arrangement should be carefully considered. Would the decision to hire him suggest the appearance of impropriety? Would it be viewed as an impartial decision by your employees? By your supervisor? Would it affect the productivity or level of trust built by your team? Would hiring him put you in a position of divided loyalty? Before proceeding, speak with the Ethics Office to help ensure you are acting in the best interests of Cisco. 32 Cisco Systems, Inc.
  32. 32. What if the local school system is looking for someone skilled in IT architecture to develop an information system? Is it okay to engage in an activity or business on the side that competes in a similar—but not identical—product market as Cisco? It depends. Public schools and other “public” entities use taxpayer dollars; as a result, they are required by law to follow certain rules and regulations and are subject to public review of their expenditures and other activities. It would be a good idea to first check with your local legal support representative to determine whether your activity will be consistent with such local laws, particularly if Cisco provides, or seeks to provide, product or service support to the school. You can also contact the Public Sector Compliance office at publicsectorcompliance@cisco.com or the Ethics Office at ethics@cisco.com for help. What if I am not sure about whether an activity outside of work poses a conflict of interest? Unfortunately, it is not possible to list all the circumstances that might signal potential conflicts of interest. One of the best ways to gauge whether the activity creates a conflict of interest is to ask yourself a series of questions: Does the activity interfere (or give the appearance of interfering) with the duties that you perform at, or owe to, Cisco? Are you or a member of your family receiving improper personal benefits through the activity because of your position with the company? Does the activity compete against the interests of Cisco? If you answer “yes” to any of these questions, the activity may indeed create a conflict of interest and must be disclosed. If you are not sure, contact the Ethics Office for assistance. Code of Business Conduct 33
  33. 33. I Understand Policies Related to Favors, Gifts, and Entertainment I work with many commercial customers, suppliers, and other business partners, and they are all vital to our success. In appropriate circumstances, business gifts and entertainment can build goodwill…but they can also create the perception of a conflict of interest that can undermine the integrity of these relationships. 34 Cisco Systems, Inc.
  34. 34. Code of Business Conduct 35
  35. 35. Cisco says... “Favors, gifts, and entertainment” means anything of value. Connect It can include meals, lodging, discounts, loans, cash, services, equipment, with the prizes, products, transportation, use of vehicles or vacation facilities, home improvements, tickets, gift cards, certificates, and favorable terms on a product or Code service. It can also include stocks or other securities, including an opportunity to buy “direct shares” (also called “friends and family shares”) in any company with a connection to Cisco. These are just examples—the list of potential favors, gifts, and entertainments of value is impossible to specify in advance. • Know the rules for accepting and offering favors, gifts, and Rules for offering and accepting favors, gifts, and entertainment. entertainment can be complex, and every situation should be evaluated carefully. • Be able to distinguish between what is “acceptable,” We want to make sure that business is won or lost based on the merits of our “inappropriate,” and products and services. Rules about favors, gifts, and entertainment serve a very important purpose—we want to promote successful working relationships “questionable.” and goodwill, but we must be careful not to create situations that suggest a conflict of interest, divided loyalty, or the appearance of an improper attempt • Be aware that the rules for to influence business decisions. Our business relationships must be based government employees are entirely on sound business decisions, fair dealing, and applicable laws. In all much more stringent. cases, use good judgment and, when in doubt, ask questions. • Accurately report Know the policies regarding favors, gifts, and expenditures for favors, gifts, entertainment between Cisco and… or entertainment. Commercial companies. The occasional exchange of favors, gifts, or entertainment of nominal value with employees of a nongovernmental • If you need more information entity is appropriate, unless the recipient’s employer forbids the practice. If or are in doubt about whether you are unsure whether an entity is government-owned or not, contact the to give or accept favors, gifts, Public Sector Compliance office at publicsectorcompliance@cisco.com for entertainment, prizes or help. Remember, any courtesy you extend should always comply with the giveaways, contact the Ethics policies of the recipient’s organization, and those we are doing business with Office or the Legal Department should understand our policy as well. Favors, gifts, and entertainment offered to or accepted by Cisco employees or their family members fall into three for help. categories: • Acceptable*: The following guidelines describe what is considered generally acceptable and requires no approval: – Favors or gifts with a combined market value of US$100 or less, to or from a single source per year. – Occasional meals with a business associate should follow the Global Expense Reimbursement policies and guidelines. – Occasional entertainment (for example, attendance at sports, theatre, or other cultural events) valued at less than US$200 per source, per year. *These guidelines are not applicable to Cisco marketing programs or Cisco-sponsored events 36 Cisco Systems, Inc.
  36. 36. • nappropriate: Some types of favors, gifts, or entertainment are simply I wrong, either in fact or in appearance, and are never permissible. Employees and members of their immediate family may never: – Offer or accept favors, gifts, or entertainment that would be illegal. – Offer or accept cash or cash equivalent (including loans, stock, stock options, bank checks, travelers’ checks, money orders, investments securities, or negotiable instruments). – Offer or accept gifts or entertainment during a tender or competitive bidding process. – Incur an expense on behalf of a customer that is not recorded properly on company books. – Offer, accept, or request anything (regardless of value) as part of an agreement to do anything in return for favors, gifts, or entertainment. – Use their own money or resources to pay for favors, gifts, or entertainment for a customer, vendor, or supplier. – Participate in an activity that would cause the person giving or receiving favors, gifts, or entertainment to violate his or her own employer’s standards. – Offer, accept, or participate in favors, gifts, or entertainment that are unsavory or otherwise violate our commitment to diversity and mutual respect. Any situation that would cause a customer or employee to feel uncomfortable or that would embarrass Cisco by its public disclosure (for example, adult entertainment) is inappropriate. • Questionable: For anything that does not fall into the Acceptable or Inappropriate categories, or exceeds the dollar limit noted above, ask your manager or the Ethics Office for guidance. You will then need to obtain written approval from your department vice president* and your Human Resources manager before offering or accepting it. *If you are a vice president or above, you need to get permission from your manager. Government officials and agencies. Stricter and more specific rules and company policies apply when we do business with governmental entities, employees, officials, and representatives, as well the public sector, which includes government-owned organizations (such as public universities, hospitals, or telecom service providers). For example, Cisco has published policies concerning the giving of anything of value to a non-U.S. government official or employee (see COBC “I Follow the Law”). Cisco also has policies in place for gift-giving to U.S. federal government personnel and gift-giving to U.S. state and local government personnel. As reflected in Cisco’s gift policies, government employees are often prohibited from accepting anything of value, and violating their laws and rules can be a serious offense for both the giver (and the giver’s organization) and receiver of a prohibited gift. Code of Business Conduct 37
  37. 37. If you work with government or private sector employees, make sure you know and comply with the specific laws and regulations that pertain to your customer and location. For example, if you wish to invite a non-U.S. government official or employee to a Cisco-sponsored business meeting or other business event, you are required to use Cisco’s online Foreign Official Invite Process (FOIP). You are encouraged to seek help from your local legal support representative for guidance in this area. For more information about a government customer’s gift laws and policies, contact the Public Sector Compliance office at publicsectorcompliance@cisco.com. Internal employees. There are specific policies that address giving gifts internally to Cisco employees. You may contact the Ethics Office for guidance. There are special rules relating to raffles and giveaways. Raffles and giveaways that are fair, nondiscriminatory, and conducted in a public forum for all to see and understand are typically permitted unless the prize is worth more than US$500. Gifts worth more than US$500 must be disclosed to a manager who will consult with the Ethics Office to determine if the gift should be accepted. • When Cisco hosts the raffle or giveaway and only Cisco employees participate: The US$500 limit does not apply, but frugality should be observed. • When Cisco hosts the raffle or giveaway and opens it to non-Cisco employees: It is subject to the US$500 limit unless written approval from your department vice president is obtained (and keeping in mind any specific and applicable gift laws or rules that may apply to any government- related personnel). • When an outside party hosts the raffle or giveaway: Cisco employees may accept the prize as long as the process appears to be fair and unbiased. The drawing should take place in a public forum and the prize must be disclosed to a manager. Written approval from your manager is necessary if the prize exceeds the US$500 limit. Local customs in some countries may call for the exchange of expensive gifts as part of the business relationship. In these situations, gifts may be accepted only on behalf of Cisco (not an individual) with the written approval of your department vice president and your Human Resources manager. Any gifts received should be turned over to Human Resources for appropriate disposition or donated to the Cisco Foundation or other nonprofit, charitable organization. The foreign company’s gift policy regulations must be observed. In all cases, the exchange of gifts must be conducted so there is no appearance of impropriety. Gifts may only be given in accordance with all applicable laws, including the U.S. FCPA (see COBC “I Follow the Law”). 38 Cisco Systems, Inc.
  38. 38. Employee-to-employee gifts. Cisco-employee-to-Cisco-employee gifts must not exceed US$25. Recognition and awards for employees (in excess of US$25) must be awarded via the HR CAP Award Program, so that the employee can be taxed appropriately Expense report records must accurately reflect favors, gifts, and entertainment that you provide to customers. Because of tax and other legal reporting rules, it is essential that you accurately report expenditures for favors, gifts, or entertainment that you give as part of your Cisco employment. Reports should accurately state the purpose of the expenditures and the identities of the individuals receiving the favors, gifts, or entertainment and identify if the favor, gift or entertainment was given to a public sector official or employee. What if... What if we want to provide a catered lunch during a meeting with a major Cisco customer? It is acceptable to offer lunch if it is offered in the spirit of our gift-giving policy and complies with the monetary guidelines for what is considered “acceptable.” We have worked closely with a commercial customer on a large system implementation that is now complete. What if we want to recognize our customer’s employees by giving each member of their team a Cisco-branded laptop sleeve commemorating completion of the project? Would this be a violation of our gift policy? No, you may offer these as long as the monetary value does not exceed the limits outlined in our policy. That said, you should propose the idea to a customer representative beforehand to ensure that the gift is in compliance with their company’s policy—we do not want to put our customers in the awkward position of having to return the gifts. Although you do not need to obtain written approval for gifts considered “acceptable,” it is always a good practice to discuss such offerings in advance with your manager or the Ethics Office. Code of Business Conduct 39
  39. 39. What if I have a friend who works for a major Cisco customer—does Cisco policy prohibit me from buying a Christmas present for this person that exceeds the limits in our gift policy? Not necessarily. Cisco policy applies to gifts offered in the course of doing business, not the exchange of gifts between friends and family. If the dollar value of the gift is substantial, however, contact your manager or the Ethics Office to avoid a perception of an attempt to influence. What if we are hosting a meeting with both commercial customers and also customers from the U.S. Navy in attendance? Can we offer them transportation from the airport to the hotel? In this instance, you would need to know and follow Cisco’s gift policies for commercial customers and the U.S. federal government gift policies for the U.S. government customers. You may provide transportation for the commercial customers as long as: (1) the value of the transportation falls within the guidelines for favors and gifts, and (2) their policy allows them to accept this type of business courtesy. With respect to the U.S. Navy, the U.S. federal government has strict rules that limit or prohibit gift giving. As a general rule, we may not offer or provide transportation to the U.S. Navy (or other military or U.S. federal employees), unless they pay Cisco the fair market value of the transportation. What if a supplier knows I am a big boxing fan and offers me two great tickets to a match? I know that Cisco policy would not allow me to accept the tickets as a gift since the dollar value exceeds our gift policy limit, but what if I buy them from him? You can accept the tickets if you pay for them, unless the tickets are to a “sold- out” event. Under those circumstances, you would be accepting the gift of an opportunity to buy tickets that are not generally available for purchase, and that would be inappropriate. What if I have been offered a discount on a product sold by a Cisco supplier? May I take advantage of it? You may accept the discount only if it is clearly available to all Cisco employees and approved by the company. A discount offered to you personally would be inappropriate. 40 Cisco Systems, Inc.
  40. 40. What if I receive a gift that I know is inappropriate— what should I do? Return it to the donor with a polite explanation that Cisco policy prohibits you from keeping it. In some circumstances, such as a gift from an official of another country, other alternatives may be considered, such as displaying the gift in a public area or donating it to a charitable organization. Check with your manager or the Ethics Office for guidance. What if I speak to a user group or at a professional meeting? May I accept reimbursement of travel expenses? Your manager is responsible for making this decision. Cisco policy requires that all suppliers be treated fairly and impartially. Therefore, do not accept anything from a supplier that could suggest even the appearance of favoritism. Normally, it is inappropriate to accept payment of expenses by vendors to speak at user conferences. On the other hand, you can usually accept reimbursement for expenses from associations and professional groups because they are not vendors and would not be using the speaking invitation as a way to gain favorable treatment. What if one of my customers is holding a raffle where the prize to be awarded is a trip valued at US$2000? Can I participate? Yes, you may participate, as long as the raffle process is fair, unbiased, and held in a public place. If you win the prize, you must disclose it to your manager, and, since the price is valued at more than US$500, you must obtain his or her written approval. Code of Business Conduct 41
  41. 41. 42 Cisco Systems, Inc.
  42. 42. I Protect What Is Ours We are the leader in world-changing technology. Protecting our financial base, our knowledge base, our information systems, our competitive advantage, our brand—keeps us at the forefront. Code of Business Conduct 43
  43. 43. Cisco says... Do not provide information regarding Cisco to outside parties without prior written approval. Connect What may appear to be an innocent request for information could result in with the serious harm to our company. Be alert to requests for information from anyone outside of Cisco regarding: Code • Overall business trends • Business in our geographic theaters • Product bookings or shipments • Do not provide confidential • Lead times information regarding Cisco to • Pricing outside parties without prior • Suppliers written approval. • New products or technology • Lawsuits or intellectual property disputes. • If your job requires you to If you are contacted by a member of the financial community, please refer provide information for reports the individual to a member of the Cisco Investor Relations team. If you are about Cisco, make sure the contacted by a member of the press, please refer the individual to the Cisco information you provide is Corporate Public Relations group. Violation of this policy is serious and may accurate. result in disciplinary action including immediate termination and possible prosecution for violation of securities laws. • Protect our intellectual property and computing Information we disclose about our company must be assets. full, fair, accurate, and understandable. As a public company, it is of critical importance that our filings with the • Follow the policies when Securities and Exchange Commission and other governmental agencies it comes to the security of be accurate and timely. Depending on your position with Cisco, you may be electronic information. called upon to provide information to assure that Cisco’s public reports are complete, fair, and understandable. If you are, make sure the information is accurate, complete, objective, relevant, timely, and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, government agencies and in other public communications. Proprietary information is one of our most important assets. Proprietary information is information that Cisco owns and represents the product of our hard work. It includes software programs and subroutines, source and object code, trade secrets, engineering drawings, customer lists, copyrights, ideas, techniques, know-how, inventions (whether patentable or not), and any other information of any type relating to designs, product specifications, new product roadmaps, configurations, tooling, schematics, master works, algorithms, flowcharts, circuits, works of authorship, formulae, mechanisms, research, manufacture, assembly, installation, marketing, pricing, customers, salaries and terms of compensation of company employees, and costs or other financial data including unannounced press releases, acquisitions and mergers, concerning the company or its operations. 44 Cisco Systems, Inc.
  44. 44. Each of us is responsible for protecting the confidentiality of proprietary information. This responsibility applies not only to safeguarding Cisco’s information, but also extends to that of our customers, vendors, and others we do business with. Our ability to compete fairly in the marketplace depends on it. Cisco employees are required to sign a non-disclosure agreement as soon as they are hired (and may need to sign additional agreements depending upon the nature of the job). In addition to the obligations outlined in the agreement, all employees must comply with the following requirements: • Requests for confidential proprietary information and the disclosure of confidential proprietary information must always be made in writing. • Confidential proprietary information should be disclosed only to those Cisco employees who need the information in order to do their jobs. • Proprietary information of a supplier, vendor, or other third party should not be used or copied by a Cisco employee unless authorized in writing by Cisco and the third party. • Any unsolicited, third-party proprietary information should be refused or, if inadvertently received by an employee, returned unopened or transferred to the Cisco Legal Department. • Employees must refrain from using—or sharing with Cisco—proprietary information belonging to former employers (unless the information has been acquired by Cisco). Information about employees is proprietary too. At Cisco, we recognize the importance of keeping personal information personal and protecting the privacy of our employees. Sensitive data that falls into the wrong hands can lead to fraud or identity theft. Respect the privacy rights of your co-workers and manage personal information with care. For example, do not give employee phone numbers, e-mail addresses and reporting structures from the Cisco Employee Connection (CEC) directory to unknown callers pretending to be Cisco employees. Verify the need to know. Know the policies related to protecting our electronic information systems. Cisco has developed stringent policies to protect our electronic information and to minimize the risk of information loss. We expect every employee to know and comply with these policies as they relate to the use of computing resources, password protection, information classification, remote access, and network and wireless use. Remember, all electronic and computing resources whether owned or leased by Cisco, and the messages, files, data, software, or other information stored or transmitted on them are the property of Cisco, and we have the right to inspect them at any time. Information security policies are integral to the COBC. Code of Business Conduct 45
  45. 45. What if… What if my former employer was one of Cisco’s competitors? Is it okay to talk with my Cisco work group about some of their sales strategies? No. You have an obligation to protect the proprietary information of your former employer, and that obligation does not end when you leave. You should disclose the fact that you formerly worked for a competitor of Cisco to your manager and be sure to abide by all the obligations of confidentiality owed to your former employer. I was waiting in the hall prior to a government proposal meeting. What if I overheard a conversation that a procurement officer had with one of our competitors where product specifications and costs were discussed? Can I still participate in the bid process, and if so, can I use the information to write a similar proposal and send it in with a lower bid? The answer is “no” to both questions. You cannot capitalize on this information in any way. You should politely excuse yourself from the meeting, contact the Ethics Office or Legal Department, and avoid disclosure of the information to anyone connected with the program or the proposal. It is likely that you will have to withdraw from the Cisco bid team as a means to protect Cisco’s ability to participate fairly in the bid process. What if I just realized that some inaccurate information was provided to a customer after price and terms were already agreed upon? Will I be following proper procedures if I notify the customer right away? Yes. It would be important for you to contact your finance and legal sales support team and to work with them to ensure timely disclosure of the error to the customer. What if I receive a letter in the mail from an unidentified source that contains a competitor’s pricing data? I can find no indication that it has been sent or received through authorized channels—what should I do? Do not read the document and do not share it with co-workers. The letter should be immediately sealed and transferred to the Cisco Legal Department. 46 Cisco Systems, Inc.
  46. 46. Code of Business Conduct 47
  47. 47. I Follow the Law I like the fact that Cisco is a good corporate citizen. As a global company, we stay on top of laws and regulations as they apply to doing business around the world. 48 Cisco Systems, Inc.
  48. 48. Code of Business Conduct 49
  49. 49. Cisco says... Antitrust/competition laws keep the marketplace where we operate thriving and competitive. Connect The economy of the United States, and in most nations, is based on the with the principle of a free competitive market. To make sure that this principle carries over to the marketplace, most countries have laws prohibiting business Code practices that interfere with competition. Cisco abides by these antitrust/ competition laws wherever we do business, and we avoid conduct that might even suggest or make it appear that we are violating these laws. • Know and comply with Each of us should be familiar with antitrust/competition antitrust/competition laws. laws. • To comply with Cisco’s policy These laws touch upon and affect almost every aspect of our operations, so it on insider trading, do not buy is important that you are familiar with them and keep them in mind while doing or sell Cisco securities when your job. Remember, violations can carry serious penalties, not only for Cisco, but for you. If you ever have a question about a particular activity or practice, in possession of material, contact the Cisco Legal Department or Ethics Office for help. nonpublic information about Cisco. Do not trade on “inside” information. • Understand the provisions of If you have material, nonpublic information relating to Cisco or our business, the FCPA and, if your position it is our policy that you, your family members, or any entities controlled by you or your family members, may not buy or sell Cisco securities or engage requires, attend online FCPA in any other action to take advantage of, or pass on to others, that information. training. This also applies to trading in the securities of another company (for example, Cisco customers, suppliers, vendors, subcontractors, and business partners), • Use Cisco’s online FOIP if you have material, nonpublic information about that company which you’ve tool for Cisco’s sponsorship obtained by virtue of your position at Cisco. Even the appearance of an of travel and other related improper transaction must be avoided to prevent potential prosecution of expenses associated Cisco or the individual(s) involved in the trade. with attendance at Cisco- sponsored business events Even a “tip” is unlawful. by non-U.S government Employees are not only prohibited from buying and selling Cisco securities employees (any level) and when they are in possession of material, nonpublic information, but also officials (including employees from tipping off others—passing along information to friends or family under of non-U.S. government- circumstances that suggest that the employee was trying to help someone make a profit or avoid a loss. Besides being considered a form of insider trading, owned entities). tipping is also a serious breach of corporate confidentiality. For this reason, you should be very careful to avoid discussion of sensitive information anywhere that others may hear, such as at lunch, on public transportation, or in elevators. Cisco requires full compliance with the U.S. Foreign Corrupt Practices Act (FCPA) and all other anti-bribery and anti-corruption legislation. The FCPA is a U.S. law that prohibits corrupt “payments” to non-U.S. government officials and employees (at any level) for the purpose of obtaining or keeping business. “Payments” is broadly interpreted to mean anything of value, not just money or gifts. The FCPA also requires that we 50 Cisco Systems, Inc.
  50. 50. maintain accurate records and internal controls. This law carries significant criminal and civil penalties (including imprisonment and monetary fines) for Connect noncompliance. All Cisco employees are required to comply with this law, and to promptly report any suspected violations to Cisco’s EthicsLine, the Ethics with the Office, or to the Legal Department. Code See Cisco’s global anti-corruption policy for its partners, subcontractors, and consultants for more information. With respect to training regarding the FCPA, all Cisco sales employees who • Do not use Cisco assets for work with either global or non-U.S. partners and customers, or who engage with non-U.S. government officials and employees, are required annually to political purposes. take Cisco’s online FCPA training (also available in CD format upon request). Check Cisco’s FCPA policy or contact the Public Sector Compliance office at • Obtain authorization before publicsectorcompliance@cisco.com for more information and support. using third-party copyrighted material. Follow Cisco’s process for inviting non-U.S. government officials and employees to business events sponsored • Follow Cisco’s policies for by Cisco. export, re-export, and transfer of controlled technology, The Cisco Foreign Official Invite Process (FOIP) is the online tool that Cisco employees are required to use to request the review and approval of operational data, products, and Cisco’s sponsorship of travel or other related expenses associated with the technology. attendance by a non-U.S official or government employee (at any level) to a Cisco-sponsored business event or meeting (such as Executive Briefing • Comply with customs laws, Conference). All submissions in the FOIP tool must be complete and accurate regulations, and policies for so that Cisco can properly determine whether to pay for such costs. Any shipping. FOIP-approved costs are paid by Cisco directly to the Cisco-approved third- party vendor of travel-related services. Follow Cisco’s expense-reporting policies. For other non-FOIP related expenses, Cisco employees are required to comply with Cisco’s travel and expense-reporting policies, and, in particular, to submit all expenses into Metro, Metro2, or iExpenses, and to accurately categorize expenses. Failure to report a transaction or the mischaracterization of a transaction or creation of false or inaccurate documentation is strictly prohibited. You may not use Cisco assets for political purposes. No assets—including time at work, use of Cisco premises or equipment, or direct monetary payments—may be contributed to a political candidate, political action committee, or ballot measure without the written permission of worldwide Government Affairs. Of course, you may participate in political activities on an individual basis, with your own money and on your own time. Be sure you have authorization before using third-party copyrighted material. It is against Cisco policy—and, in fact, may be unlawful—to copy, reproduce, scan, digitize, broadcast, or modify third-party copyrighted material when developing Cisco products, promotional materials, or written communication Code of Business Conduct 51

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