Cisco 2003 Annual Report Download - page 18

16 CISCO SYSTEMS, INC.
Cisco’s management has always assumed full accountability
for maintaining compliance with our established financial
accounting policies and for reporting our results with objectivity
and the highest degree of integrity. It is critical for investors
and other users of the consolidated financial statements to
have confidence that the financial information that we provide
is timely, complete, relevant, and accurate. Management is
responsible for the fair presentation of Cisco’s consolidated
financial statements, prepared in accordance with generally
accepted accounting principles (GAAP), and has full responsi-
bility for their integrity and accuracy.
Management, with oversight of Cisco’s Board of Directors,
has established and maintains a strong ethical climate so that
our affairs are conducted to the highest standards of personal
and corporate conduct. Management also has established an
effective system of internal control that provides reasonable
assurance as to the integrity and accuracy of the consolidated
financial statements. Cisco has policies and practices to reflect
corporate governance initiatives that are materially consistent
with the current and proposed listing requirements of
Nasdaq and the corporate governance requirements of the
Sarbanes-Oxley Act of 2002, including:
•Our Board has adopted clear corporate governance
policies
•A majority of our Board members are independent
of Cisco and its management
•All members of our key Board committees—the Audit
Committee, the Compensation and Management
Development Committee, and the Nomination and
Governance Committee—are independent
•The independent members of our Board meet regularly
without the presence of management
•We have a clear code of business conduct and
corporate governance that is monitored by our ethics
office and is annually affirmed by our employees
•The charters of our Board committees clearly establish
their respective roles and responsibilities
•We have an ethics office with a hotline available to all
employees, and our Audit Committee has procedures in
place for the anonymous submission of employee com-
plaints on accounting, internal controls, or auditing matters
•We have adopted a code of ethics that applies to our
principal executive officer and all members of our
finance department, including the principal financial
officer and principal accounting officer
•Our internal audit control function maintains critical
oversight over the key areas of our business and
financial processes and controls, and reports directly
to our Audit Committee
PricewaterhouseCoopers LLP, our independent auditors,
reports directly to the Audit Committee of the Board of Directors.
PricewaterhouseCoopers LLP’s accompanying report on our
consolidated financial statements is based on its examination
conducted in accordance with auditing standards generally
accepted in the United States, including a review of our internal
control structure for purposes of designing their audit proce-
dures. At the end of our next fiscal year, our independent
auditors will report on our assertions as to the effectiveness
of our internal control over financial reporting as required under
Section 404 of the Sarbanes-Oxley Act of 2002. We are confident
in the effectiveness of our internal controls and our ability to
meet the requirements of this newly enacted legislation.
We are committed to improving shareholder value and fully
understand and embrace our fiduciary oversight responsibilities.
We are dedicated to ensuring that our high standards of
financial accounting and reporting as well as our underlying
system of internal controls are maintained. Our culture demands
integrity and we have the highest confidence in our processes,
internal controls, and our people, who are objective in their
responsibilities and who operate under the highest level of
ethical standards.
STATEMENT OF RESPONSIBILITY
JOHN T. CHAMBERS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DENNIS D. POWELL
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER