cisco systems Code of Business Conduct

Code of Business Conduct

Connecting with Our Values

2 Cisco Systems, Inc.

Code of Business Conduct 3

Contents 5 MessagefromJohnChambers, ChairmanandCEO

6 IAmEthical • Connect with Our Values • Make Good Choices • Ethics Decision Tree

11 IKnowTheCode • Cracking the Code • Waivers • Annual Certification

16 IShareMyConcerns • My Obligation • How to Voice My Concerns

21 IRespectOthers • Harassment • Discrimination • Retaliation • Accommodation for Individuals with Disabilities • Drugs and Alcohol • Workplace Safety

24 IUseResourcesResponsibly • Company Assets • Electronic Communication • E-Mail Management • Environmental Practices

29 IAvoidConflictsofInterest • 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 IUnderstandPoliciesRelatedtoFavors,Gifts,andEntertainment

• Commercial Companies • Government Officials and Agencies • Internal Employees • Raffles and Giveaways • Local Customs • Expense Reports

43 IProtectWhatIsOurs • Proprietary Information • Information Security

48 IFollowtheLaw • Antitrust/Competition Laws • Insider Trading • Foreign Corrupt Practices Act • Government Business and Political Contributions • Using Copyrighted Material • Export, Re-Export, and Transfer Policy

55 IAmAccurateandEthicalwithOurFinances

• Financial Officer Code of Ethics • Violations

58 ResourcestoMaketheEthicsConnection



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


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.

I Am Ethical


Cisco says...Ciscowasfoundedinanenvironmentofopencommunication,empowerment,inclusion,integrity,andtrust.These values remain at the forefront of our culture and our business 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.

Makegoodchoices.When you are faced with an ethical dilemma, you have a responsibility to take 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 see or suspect activity that violates our COBC. As we continue to grow and innovate, you will be helping to further our mission and preserve our core values.

Ourcontinuedsuccessdependsonyourabilitytomakedecisionsthatareconsistentwithourcorevalues.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.

Connect with the Code

• Observe, and preserve, our core values of open communication, empowerment, inclusion, integrity, and trust.

• Make decisions that are consistent with these core values.

• Comply with all applicable laws and regulations in each country where we do business.


WhatifI’mnotsureifaparticularactionisaviolationofourCOBC?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.

What if...

Is it legal?

No

The action mayhave serious

consequences.Don’t do it.

?

Yes

Not sure?Contact the

Legal Departmentfor guidance.

Does this comply with Cisco policy?

No



?

Yes

Not sure?Talk to your manager,

HR representative,or Legal Department

for guidance.

Does this reflect Cisco

values/culture?

No



?

Yes

No

Not sure?Check the Ethics

Office Website or contact your manager

or Ethics Office forguidance. ?

Not sure?Talk to your

manager, the Legal Department, or the Ethics Office

for guidance.

Could thisadversely impact

companystakeholders?



?

Yes

No

Would I feelconcerned if

this appearedin a newsheadline? The action may

have seriousconsequences.

Don’t do it.

Yes

?Not sure?

Talk to your manager, the

Legal Department, or the Ethics Office

for guidance. No

Could thisimpact Cisco

if all employeesdid this?



Yes

Not sure?Talk to your manager, the Legal Department, or the

Ethics Office for guidance.

The decisionto move forward

appears appropriate.

EthicsDecisionTree

Adecisiontreecanbeausefultoolwhenfacedwithadifficultdecision.Askyourself:



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.

I Know the Code


Cisco says...It’seasytocrackthecode—ourCOBCisuser-friendly.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 rely on to help determine what is appropriate—and what’s not—when it comes to acting with integrity in the workplace. It promotes:

• Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships

• 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

• The protection of confidential and proprietary information about Cisco, our employees, contractors, customers, partners, and vendors

• Compliance with applicable governmental directives, laws, rules, and regulations

• Prompt internal reporting of any violations of the COBC

• Accountability for adherence to the COBC by every Cisco employee

TheCOBCappliestoeveryoneatCisco.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.


• Read, understand, and comply with the COBC.

• Seek help if you have questions about the COBC.

• Certify annually that you have reviewed and understand the COBC.


Itisextensive…butnotexhaustive.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 [email protected].

WaiversofaprovisionofthisCOBCmustbesubmittedtoandapprovedbytheEthicsOffice.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.

AnnualcertificationoftheCOBCandothersupplementalcode(s)andguidelinesisrequired.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.

mailto:[email protected]


What if...WhatifIhaveanissuewithacknowledgingtheCOBCduringannualcertification?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.

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.



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.

I Share My Concerns



Cisco says...Youhaveanobligationtospeakup.Every employee has a responsibility for promptly reporting any issue or concern they believe, in good faith, may constitute a violation of the COBC 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 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.

Youhaveseveraloptionsavailabletoyouforvoicingyourconcerns.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 violated the COBC. Who do you contact?

• 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 resource to resolve your issue. This person has a responsibility to listen and to help. Cisco managers have a duty to promote an open and honest environment where members of their teams can feel comfortable about voicing their concerns without fear of retaliation.

• If you do not feel comfortable initially discussing your concern with your manager or Human Resources representative, or after seeking assistance you do not feel the outcome resolved your issue, please contact the Ethics Office at [email protected]. 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 CiscoEthicsLine, 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 PhoneCall PhoneNumberandInstructions

North America Toll Free (877) 571-1700

Outside of North America

Call Collect Tell your local telephone operator that you 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.


• Share your concerns about known or suspected COBC violations.

• Know the options available to you for voicing your concerns.

• Understand that all reported concerns will be promptly addressed.

• Cooperate with investigations into ethical misconduct.



• Questions and concerns regarding accounting,internalaccountingcontrols,orauditingmatters (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.

Whateverreportingmethodyouchoose,yourconcernwillbepromptlyaddressed.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...Whatifmymanagerhastoldmetodosomethingthatisdangerousandpossiblyillegal?IknowIshouldtellsomeone,butI’mafraidthatmymanagerwillmakemyjobdifficultformeifIdo.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.

WhatifIreportedaconcernbutneverheardanythingaboutit?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.



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.

I Respect Others


Cisco says...Youarefreetodoyourjobwithoutfearofharassment.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, citizenship, religion, age, physical or mental disability, medical condition, sexual orientation, gender identity, veteran status or marital status. Harassment 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.

Wedonotdiscriminate.We are proud of our diversity and our commitment to maintaining a diverse workforce. In recruiting, hiring, developing, and promoting employees—all employment processes—decisions are made without regard to sex, race, color, national origin, ancestry, citizenship, religion, age, physical or mental disability, medical condition, sexual orientation, gender identity, veteran status, or marital status. We are passionate about preserving our positive culture and ensuring that each individual is treated with respect and dignity as a valued member of the Cisco team.

Retaliationwillnotbetolerated.Taking action against anyone who brings a discrimination, harassment, or ethics issue forward is strictly forbidden. We take reports of retaliation seriously. Anyone found to have retaliated against another individual will face disciplinary action and possible dismissal.

Ourworkplaceaccommodatesindividualswithdisabilities.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.

Drugsandalcoholareprohibitedhere.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.


• Do your part to make Cisco a great place to work.

• Treat others with respect and dignity.

• If you know or suspect that others are being harassed or discriminated against, report it immediately.

• Speak out against acts of retaliation.

• Know and abide with Cisco policies regarding drugs and alcohol.

• Report any unsafe conditions, violent acts, or threats.


Whatifthepersonharassingmeismysupervisor?IfIcomplain,couldn’tIlosemyjob?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”).

WhatifIreceivedane-mailthatIwasnotsupposedtogetanditincludedveryoffensivejokes?Ifitwasnotmeantformetoread,isthatharassment?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.

WhatifIbelieveIwaspassedupforapromotionbecauseofmyage—whatshouldIdo?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.

What if...

Wearecommittedtoprovidingasafeandnonthreateningworkplace.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.


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.

I Use Resources Responsibly



Cisco says...Companyassetsareprovidedforbusinessuse.Company assets should be used first and foremost for business purposes and to advance our strategic objectives. We each have a responsibility to 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 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.

Getwrittenapprovalwhenyouusecompanyassetsfornoncompanypurposes.We trust you to use good judgment to conserve company resources. Do not borrow or remove them from company premises without proper authorization, and never use company assets to support a personal business or consulting effort, outside fundraising activity, political activity, or lobbying.

Usee-mail,computer,andothercommunicationssystemslawfullyandprofessionally.Occasional use of company assets for personal reasons is permitted, within reason, as long as it does not compromise Cisco’s interests or adversely affect job performance (yours or that of your co-workers). How do you determine what’s acceptable? Your use of company resources should never result in significant added costs, disruption of business, or any disadvantage to Cisco. Be conscientious, and be responsible—do not access, distribute, download, or upload material that is prohibited by law or contains sexual content, offensive language, anything that would negatively reflect on Cisco, or derogatory comments about race, gender, sexual orientation, or religion.

Knowthepoliciesrelatedtomanagementandretentionofe-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.

Berespectfulandprofessionalwhenusingsocialmediatools.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


• Use company assets responsibly, as if you were paying for them yourself.

• Treat what is ours with care and guard against waste and abuse.

• Obtain authorization (through policy, procedure, or express written approval from your manager) before using Cisco assets for noncompany purposes.

• Use electronic communications technology responsibly and professionally.


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

Wearecommittedtoresponsibleenvironmentalpractices.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...WhatifIwriteapersonalletterorsurftheInternetorcallafamilymemberonmyofficephone—arethesetypesofactivitiesokay?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.

WhatifIoperateasmallsidebusinessfromhome?BothmymanagerandtheEthicsOfficehavedeterminedthatthebusinessdoesnotrepresentaconflictofinterestwithmyCiscowork.IsitokayformycustomerstoleavemessagesonmyCiscovoicemail?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.



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.

I Avoid Conflicts of Interest


Cisco says...Avoidactivitiesorrelationshipsthatmightaffectyourobjectivity.A conflict of interest may exist when you or a member of your family is 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 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 conflict of interest must be avoided.

BesuretoobtainwrittenapprovalbeforeservingonoutsidedirectorshipsorTechnicalAdvisoryBoards(TABs).Employees who serve on outside Boards of Directors or TABs of a profit-making organization are required, before accepting, to obtain written approval. Membership on boards of industry associations generally does not present a financial conflict of interest; however, you should be sensitive to possible conflicts with Cisco’s business interests if, for example, the association takes a position that is contrary to Cisco’s interests or those of our key customers.

Investinginothercompaniesmaypresentaconflictofinterest.At some point in your employment, you may find yourself in a position to invest in a company that is (or is reasonably likely to be) a Cisco partner, customer, supplier, competitor, or candidate for acquisition by Cisco. It is important that you understand the potential conflict of interest that may occur in these circumstances. The most important consideration is to serve our shareholders first. Cisco has developed detailed policies to address specific investment scenarios and the necessary written approval processes 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.

Writtenpermissionisrequiredinsomeinstances.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.


• Always ask yourself: Am I doing what is right for the company?

• If a conflict of interest (or the appearance of one) develops, ask for help from the Ethics Office or Cisco’s Legal Department.

• Check Cisco policies for guidance when investing in a company that has a connection to Cisco.

• Know the circumstances under which you must obtain written permission from the Cisco vice president for your organization.

• Do not accept compensation for speaking engagements.

• Report potential conflicts of interest as they relate to employment of family members.


Developmentofnewproductsalsorequireswrittenpermission.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.

DonotacceptcompensationforspeakingengagementsonbehalfofCisco.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.

Mixingfamilyrelationshipswithworkrelationshipscancreatespecialworkplacechallenges.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.

Ifaconflictofinterest(orappearanceofone)develops,reportitimmediately.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.


WhatifIdevelopaproductthatIthinkwouldbebeneficialforCisco?DoesCiscoprohibitemployeesfrombecomingsupplierstoCisco?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.

WhatifoneofmyrelativesworksforaCiscocustomerorsupplier?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.

WhatifmynephewappliesforajobopeninginthedepartmentImanage?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.

What if...


WhatifthelocalschoolsystemislookingforsomeoneskilledinITarchitecturetodevelopaninformationsystem?Isitokaytoengageinanactivityorbusinessonthesidethatcompetesinasimilar—butnotidentical—productmarketasCisco?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 [email protected] or the Ethics Office at [email protected] for help.

WhatifIamnotsureaboutwhetheranactivityoutsideofworkposesaconflictofinterest?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.




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.

I Understand Policies Related to Favors, Gifts, and Entertainment



Cisco says...“Favors,gifts,andentertainment”meansanythingofvalue.It can include meals, lodging, discounts, loans, cash, services, equipment, prizes, products, transportation, use of vehicles or vacation facilities, home improvements, tickets, gift cards, certificates, and favorable terms on a product or 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.

Rulesforofferingandacceptingfavors,gifts,andentertainmentcanbecomplex,andeverysituationshouldbeevaluatedcarefully.We want to make sure that business is won or lost based on the merits of our products and services. Rules about favors, gifts, and entertainment serve a very important purpose—we want to promote successful working relationships 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 to influence business decisions. Our business relationships must be based entirely on sound business decisions, fair dealing, and applicable laws. In all cases, use good judgment and, when in doubt, ask questions.

Knowthepoliciesregardingfavors,gifts,andentertainmentbetweenCiscoand…Commercialcompanies.The occasional exchange of favors, gifts, or entertainment of nominal value with employees of a nongovernmental entity is appropriate, unless the recipient’s employer forbids the practice. If you are unsure whether an entity is government-owned or not, contact the Public Sector Compliance office at [email protected] for help. Remember, any courtesy you extend should always comply with the policies of the recipient’s organization, and those we are doing business with should understand our policy as well. Favors, gifts, and entertainment offered to or accepted by Cisco employees or their family members fall into three categories:

• Acceptable*: The following guidelines describe what is considered generally acceptable and requires no approval:

– Favorsorgifts with a combined market value of US$100 or less, to or from a single source per year.

– Occasionalmeals with a business associate should follow the Global Expense Reimbursement policies and guidelines.

– Occasionalentertainment(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


• Know the rules for accepting and offering favors, gifts, and entertainment.

• Be able to distinguish between what is “acceptable,” “inappropriate,” and “questionable.”

• Be aware that the rules for government employees are much more stringent.

• Accurately report expenditures for favors, gifts, or entertainment.

• If you need more information or are in doubt about whether to give or accept favors, gifts, entertainment, prizes or giveaways, contact the Ethics Office or the Legal Department for help.



• Inappropriate: Some types of favors, gifts, or entertainment are simply 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.

Governmentofficialsandagencies.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.


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 [email protected].

Internalemployees.There are specific policies that address giving gifts internally to Cisco employees. You may contact the Ethics Office for guidance.

Therearespecialrulesrelatingtorafflesandgiveaways.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.

• WhenCiscohoststheraffleorgiveawayandonlyCiscoemployeesparticipate: The US$500 limit does not apply, but frugality should be observed.

• WhenCiscohoststheraffleorgiveawayandopensittonon-Ciscoemployees: 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).

• Whenanoutsidepartyhoststheraffleorgiveaway: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.

Localcustomsinsomecountriesmaycallfortheexchangeofexpensivegiftsaspartofthebusinessrelationship.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”).



WhatifwewanttoprovideacateredlunchduringameetingwithamajorCiscocustomer?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.”

Wehaveworkedcloselywithacommercialcustomeronalargesystemimplementationthatisnowcomplete.Whatifwewanttorecognizeourcustomer’semployeesbygivingeachmemberoftheirteamaCisco-brandedlaptopsleevecommemoratingcompletionoftheproject?Wouldthisbeaviolationofourgiftpolicy?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.

What if...

Employee-to-employeegifts.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

Expensereportrecordsmustaccuratelyreflectfavors,gifts,andentertainmentthatyouprovidetocustomers.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.


WhatifIhaveafriendwhoworksforamajorCiscocustomer—doesCiscopolicyprohibitmefrombuyingaChristmaspresentforthispersonthatexceedsthelimitsinourgiftpolicy?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.

WhatifwearehostingameetingwithbothcommercialcustomersandalsocustomersfromtheU.S.Navyinattendance?Canweofferthemtransportationfromtheairporttothehotel?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.

WhatifasupplierknowsIamabigboxingfanandoffersmetwogreatticketstoamatch?IknowthatCiscopolicywouldnotallowmetoaccepttheticketsasagiftsincethedollarvalueexceedsourgiftpolicylimit,butwhatifIbuythemfromhim?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.

WhatifIhavebeenofferedadiscountonaproductsoldbyaCiscosupplier?MayItakeadvantageofit?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.


WhatifIreceiveagiftthatIknowisinappropriate—whatshouldIdo?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.

WhatifIspeaktoausergrouporataprofessionalmeeting?MayIacceptreimbursementoftravelexpenses?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.

WhatifoneofmycustomersisholdingarafflewheretheprizetobeawardedisatripvaluedatUS$2000?CanIparticipate?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.



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.

I Protect What Is Ours


Cisco says...DonotprovideinformationregardingCiscotooutsidepartieswithoutpriorwrittenapproval.What may appear to be an innocent request for information could result in serious harm to our company. Be alert to requests for information from anyone outside of Cisco regarding:

• Overall business trends

• Business in our geographic theaters

• Product bookings or shipments

• Lead times

• Pricing

• Suppliers

• New products or technology

• Lawsuits or intellectual property disputes.

If you are contacted by a member of the financial community, please refer the individual to a member of the Cisco Investor Relations team. If you are contacted by a member of the press, please refer the individual to the Cisco Corporate Public Relations group. Violation of this policy is serious and may result in disciplinary action including immediate termination and possible prosecution for violation of securities laws.

Informationwediscloseaboutourcompanymustbefull,fair,accurate,andunderstandable.As a public company, it is of critical importance that our filings with the Securities and Exchange Commission and other governmental agencies be accurate and timely. Depending on your position with Cisco, you may be 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.

Proprietaryinformationisoneofourmostimportantassets.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.


• Do not provide confidential information regarding Cisco to outside parties without prior written approval.

• If your job requires you to provide information for reports about Cisco, make sure the information you provide is accurate.

• Protect our intellectual property and computing assets.

• Follow the policies when it comes to the security of electronic information.


Eachofusisresponsibleforprotectingtheconfidentialityofproprietaryinformation. 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).

Informationaboutemployeesisproprietarytoo.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.

Knowthepoliciesrelatedtoprotectingourelectronicinformationsystems.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.


What if…WhatifmyformeremployerwasoneofCisco’scompetitors?IsitokaytotalkwithmyCiscoworkgroupaboutsomeoftheirsalesstrategies?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.

Iwaswaitinginthehallpriortoagovernmentproposalmeeting.WhatifIoverheardaconversationthataprocurementofficerhadwithoneofourcompetitorswhereproductspecificationsandcostswerediscussed?CanIstillparticipateinthebidprocess,andifso,canIusetheinformationtowriteasimilarproposalandsenditinwithalowerbid?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.

WhatifIjustrealizedthatsomeinaccurateinformationwasprovidedtoacustomerafterpriceandtermswerealreadyagreedupon?WillIbefollowingproperproceduresifInotifythecustomerrightaway?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.

WhatifIreceivealetterinthemailfromanunidentifiedsourcethatcontainsacompetitor’spricingdata?Icanfindnoindicationthatithasbeensentorreceivedthroughauthorizedchannels—whatshouldIdo?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.



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.

I Follow the Law



Cisco says...Antitrust/competitionlawskeepthemarketplacewhereweoperatethrivingandcompetitive.The economy of the United States, and in most nations, is based on the principle of a free competitive market. To make sure that this principle carries over to the marketplace, most countries have laws prohibiting business 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.

Eachofusshouldbefamiliarwithantitrust/competitionlaws.These laws touch upon and affect almost every aspect of our operations, so it is important that you are familiar with them and keep them in mind while doing 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, contact the Cisco Legal Department or Ethics Office for help.

Donottradeon“inside”information.If you have material, nonpublic information relating to Cisco or our business, 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 in any other action to take advantage of, or pass on to others, that information. This also applies to trading in the securities of another company (for example, Cisco customers, suppliers, vendors, subcontractors, and business partners), if you have material, nonpublic information about that company which you’ve obtained by virtue of your position at Cisco. Even the appearance of an improper transaction must be avoided to prevent potential prosecution of Cisco or the individual(s) involved in the trade.

Evena“tip”isunlawful.Employees are not only prohibited from buying and selling Cisco securities when they are in possession of material, nonpublic information, but also from tipping off others—passing along information to friends or family under 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, 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.

CiscorequiresfullcompliancewiththeU.S.ForeignCorruptPracticesAct(FCPA)andallotheranti-briberyandanti-corruptionlegislation.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


• Know and comply with antitrust/competition laws.

• To comply with Cisco’s policy on insider trading, do not buy or sell Cisco securities when in possession of material, nonpublic information about Cisco.

• Understand the provisions of the FCPA and, if your position requires, attend online FCPA training.

• Use Cisco’s online FOIP tool for Cisco’s sponsorship of travel and other related expenses associated with attendance at Cisco-sponsored business events by non-U.S government employees (any level) and officials (including employees of non-U.S. government-owned entities).


maintain accurate records and internal controls. This law carries significant criminal and civil penalties (including imprisonment and monetary fines) for noncompliance. All Cisco employees are required to comply with this law, and to promptly report any suspected violations to Cisco’s EthicsLine, the Ethics Office, or to the Legal Department.

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 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 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 [email protected] for more information and support.

FollowCisco’sprocessforinvitingnon-U.S.governmentofficialsandemployeestobusinesseventssponsoredbyCisco.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 Cisco’s sponsorship of travel or other related expenses associated with the 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 Conference). All submissions in the FOIP tool must be complete and accurate so that Cisco can properly determine whether to pay for such costs. Any FOIP-approved costs are paid by Cisco directly to the Cisco-approved third-party vendor of travel-related services.

FollowCisco’sexpense-reportingpolicies.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.

YoumaynotuseCiscoassetsforpoliticalpurposes.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.

Besureyouhaveauthorizationbeforeusingthird-partycopyrightedmaterial.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


• Do not use Cisco assets for political purposes.

• Obtain authorization before using third-party copyrighted material.

• Follow Cisco’s policies for export, re-export, and transfer of controlled technology, operational data, products, and technology.

• Comply with customs laws, regulations, and policies for shipping.



unless you first obtain written permission from the copyright holder. This requirement may apply regardless of whether the end product is for personal use, for Cisco internal use, or other use. It is also against our policy for employees to use Cisco’s facilities to make or distribute unauthorized copies of third-party materials. Improper use of copyrighted material can subject both Cisco and individual(s) involved to possible civil and criminal actions. If you have questions, please contact the Legal Department.

“Controlledtechnology”issubjecttonationalsecurity,foreignpolicy,andanti-terrorismlawsandregulations.Each of us is responsible for safeguarding Cisco design, development, and production technology (“controlled technology”) to prevent unauthorized access by countries that have not ratified global weapons nonproliferation treaties. Employees may not electronically, verbally, or physically transfer controlled technology to individuals in these countries unless they obtain written authorization from Cisco’s Export and Technology Control group. (Note that nondisclosure agreements do not constitute “written authorization.” To see a list of the applicable countries, check the “Military End-Use/Users Prohibition” and “Prohibited Destinations” sections of Cisco’s Export Compliance Contract.)

Therearealsorestrictionsontheexport,re-export,andtransferofbasicoperationaldata,products,andtechnology.Use technology (basic operational data) and technology that has been made publicly available—except for cryptography—may be exported to all countries except those embargoed or sanctioned by the United States. Under no circumstances should employees engage in marketing, service, or sales of Cisco products or technology to embargoed or prohibited territories, users, or uses without written authorization from Cisco’s Export and Technology Control group. Contact the group if you know or have reason to believe that a party (including partners, users, or employees) has or intends to violate U.S. or local country laws or regulations as they relate to export, re-export, or transfer issues.

Wecomplyfullywithcustomslaws,regulations,andpolicies.Accurate customs information on shipping documents is required for all international shipments. Employees must not initiate shipping documents outside of the approved, automated shipping systems or nonproduction shipping tool.

Weexerciseourlegalrightswhennecessary.Cisco reserves the right to contact legal authorities when there is a reasonable belief that a crime has been committed by a current or former employee connected to the Cisco workplace.


WhatifIbecomeawareofCisco’squarterlyearningsreleaseresultsbeforetheyhavebeenpubliclyannounced?MayIpurchasecompanystock,knowingthatinformation?No. This information would be considered material, nonpublic information and the purchase of Cisco stock would be a violation of Cisco policy and a potential violation of federal securities laws. You may purchase company stock only after such information is made known to the public.

Myorganizationreviewedapitchbyoneofourvendorsaboutanewproducttheyplantointroduceonthemarketsoon.WeagreedthattheproductwouldnotbeusefulforCisco,butIthinkitwillbearealbreakthroughforotherindustriesandwillincreasethevendor’sstockprice.WhatifIwanttobuystockinthevendor’scompany—doesthatviolateCisco’spolicyoninsidertrading?Yes, it does. You may not buy this stock until information about the new product is known to the public. The fact that the new product is not significant to Cisco is irrelevant; what is relevant is that you have information about the new product (and its potential impact on the earnings of the vendor) that the general public does not yet have.

WhatifCiscooffersmeastockoptionthatallowsmetobuyCiscostockatagoodprice?AmIlimitedbytheinsidertradingpolicyastowhenIcanexercisetheoption?Open market trading (buys or sells), including shares acquired upon exercise of stock options, may not be made while you possess material, nonpublic information. However, if you wish to exercise stock options, you can exercise the stock option with a cash payment without the concurrent sale of the purchased shares. If the stock option is being exercised in connection with a same-day sale program or other concurrent sale of Cisco stock, the exercise and sale must occur while you are not in possession of material, nonpublic information.

WhatifIamforcedtomakeadecisionbetweenobeyingalocallaworcomplyingwiththeCOBC?The law always takes precedence over the COBC, but if in doubt check with the Ethics Office or the Legal Department for help.

What if...



As an employee of Cisco, I have an obligation to promote integrity throughout the organization, with responsibilities to stakeholders inside and outside of Cisco. There are special ethical obligations that apply to employees with financial reporting responsibilities.

I Am Accurate and Ethical with Our Finances


Cisco says...SpecialEthicsObligationsforEmployeeswithFinancialReportingResponsibilities

OurCEOandFinanceDepartmentemployeeshaveaspecialresponsibility.They must adhere to the following principles and also foster a culture throughout the company as a whole that helps to ensure the fair and timely reporting of Cisco’s financial results and condition. Because of this special role, the CEO and all members of Cisco’s Finance Department are bound by the following Financial Officer Code of Ethics, and each agrees that he or she will, in his or her capacity as an employee of Cisco:

• Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

• Provide information that is accurate, complete, objective, relevant, timely, and understandable to help ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that Cisco files with, or submits to, government agencies and in other public communications.

• Comply with the rules and regulations of federal, state, provincial, and local governments, and other appropriate private and public regulatory agencies.

• Act in good faith, responsibly, with due care, competence, and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated.

• Respect the confidentiality of information acquired in the course of doing their work, except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of their work will not be used for personal advantage.

• Share knowledge and maintain skills important and relevant to stakeholders’ needs.

• Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community.

• Achieve responsible use of and control over all assets and resources employed or entrusted to them.

• Promptly report to the director of Internal Control Services and/or the chairman of the Audit Committee any conduct that they believe to be a violation of law or business ethics or of any provision of the COBC, including transactions or relationships that reasonably could be expected to give rise to such a conflict.


• Be aware that the CEO and Finance Department must comply with Cisco’s Financial Officer Code of Ethics.

• Report violations of the Financial Officer Code of Ethics promptly.


ViolationsoftheFinancialOfficerCodeofEthicsareserious.A violation, including a failure to report potential violations of others, will be viewed as a severe disciplinary matter and may result in personnel action, including termination of employment. If you believe that a violation of the Financial Officer Code of Ethics has occurred, please contact Cisco’s Legal Department, the Ethics Office, or the Audit Committee of the Board of Directors. Remember, it is against Cisco policy to retaliate against an employee for good faith reporting of any potential or actual code violations.

What if...Whatifmymanagerisexertingpressureto“makethenumberswork”?Your responsibility is to be honest and accurate. If you feel pressured to do otherwise, speak with someone in the Ethics Office or consult with the Legal Department, or Human Resources. You may also contact the Audit Committee of the Board of Directors. If you feel uncomfortable going through internal channels, you can call the Cisco EthicsLine, anytime night or day.


Resources to Make the Ethics Connection

Cisco has many resources available to guide you in ethical situations. Make the ethics connection by referring to these resources for detailed information or to ask a question or report a concern.


[email protected]

[email protected] or

[email protected]

GlobalPublicSectorComplianceOfficepublicsectorcompliance@cisco.com

[email protected]

CiscoInvestorRelationsTeamhttp://investor.cisco.com/phoenix.zhtml?c=81192&p=irol-irhome

[email protected]

AuditCommitteeoftheBoardofDirectorsauditcommittee@external.cisco.com

Cisco Systems, Audit Committee 105 Serra Way, PMB #112 Milpitas, CA 95035

CiscoInformationSecurity/[email protected]

We welcome input on any aspect of the Code of Business Conduct. Please e-mail comments to: [email protected]






http://investor.cisco.com/phoenix.zhtml?c=81192&p=irol-irhome





© 2007 Cisco Systems, Inc. All rights reserved. Cisco, the Cisco logo, Cisco Systems, and the Cisco Systems logo are trademarks or registered trademarks of Cisco Systems, Inc. and/or its affiliates in the United States and certain other countries. All other trademarks mentioned in this document or Website are the property of their respective owners. The use of the word partner does not imply a partnership relationship between Cisco and any other company. (0708R)

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