SOURCE: Christian Brothers Investment Services
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November 13, 2008 08:00 ET
Christian Brothers Investment Services Withdraws Shareholder Resolution as Cisco Discusses Giving Investors an Advisory Vote on Executive Pay
Catholic Investment Advisory Firm Calls Annual Advisory Vote a Critical Step Toward Holding CEOs and Boards Accountable for Pay
NEW YORK, NY--(Marketwire - November 13, 2008) - Christian Brothers Investment Services (CBIS),
a leader in socially responsible investing (SRI) for Catholic institutions,
today announced an important step forward in its continued discussions with
Cisco Systems (NASDAQ: CSCO) regarding executive pay. As a result of
Cisco's willingness to discuss this issue, CBIS has withdrawn a shareholder
resolution requesting that investors be given an advisory vote on the
company's executive compensation policies and practices (commonly referred
to as "Say on Pay"). Cisco's annual general meeting will be held today.
According to the agreement reached by Cisco's board of directors and
shareholders led by Christian Brothers Investment Services and members of
the Interfaith Center on Corporate Responsibility (ICCR), including Sisters
of the Holy Names of Jesus & Mary, U.S.-Ontario Province, Walden Asset
Management, Ethical Funds, The Sisters of St. Francis of Philadelphia,
Catholic Health East, and Dominican Sisters of Springfield, IL., the
company has proposed undertaking a number of initiatives. These
initiatives include engagement between CBIS and members of Cisco's
management and the Chairman of its Compensation Committee to discuss
shareholder input on executive compensation, enhanced communications to
shareholders regarding executive compensation, and a review of industry
"best practices" on executive compensation. Cisco has also agreed to
include on proxy statements a Cisco Compensation Committee email address
that shareholders can use to communicate with the compensation committee of
the board of directors.
In addition, Cisco has agreed to continue to provide and enhance
transparent disclosures on its policies and procedures relating to
executive compensation, potentially including the committee's consideration
of shareholder input. CBIS and ICCR shareholders have requested a report
from the Cisco board within nine months that details the board's
recommendation on "Say on Pay."
Members of the Interfaith Center on Corporate Responsibility hold more than
1.2 million shares of Cisco stock and have been lobbying Cisco for five
years on the issue of its executive pay; the resolution garnered 48% of
Cisco's shareholder votes last year.
"We believe that Cisco is moving forward with a creative example of
shareholder communication that is responsive to investors -- a critical
first step in creating a fair and transparent executive compensation
process," said Julie Tanner, Assistant Director of Socially Responsible
Investing (SRI) at CBIS. "We are pleased with the progress we have made
with Cisco, and believe the strong vote our resolution received in 2007 and
our persistence on behalf of our shareholders has opened up discussions at
Cisco and moved the issue of fair executive compensation forward," Tanner
added.
In the weeks ahead, shareholders will speak with Cisco's Chair of the
Compensation Committee about the potential for an annual advisory
referendum process. They will ask the board to study the "Say on Pay"
proposal and report back to shareholders on its recommendation regarding
whether to implement the referendum. Tanner noted that shareholders believe
the annual referendum is an important step toward enhanced board
accountability on the executive pay issue.
"The core of Cisco's compensation policy is based on transparency and pay
for performance," said Laura Graves, Director of Global Investor Relations
for Cisco. "We appreciate the open and constructive dialog with Christian
Brothers and members of the Interfaith Center on Corporate Responsibility
on this issue."
While "Say on Pay" referendums are a relatively new issue for shareholders
in the U.S., though they are common practice in the U.K., they are
increasingly being adopted by large corporations, CBIS' Tanner said. AFLAC
and TIAA-CREF have already implemented "Say on Pay" resolutions at their
annual meetings. A growing number of companies, including Ingersoll-Rand,
Par Pharmaceuticals, Verizon, Blockbuster and H&R Block, are slated to put
their own compensation reports before shareholders for a vote in 2009.
"We believe that executive pay should be adjusted to a more reasonable and
justifiable scale in order to share financial success with employees at all
levels of a company as well as with shareholders," said Tanner.
"Shareholders should be able to weigh in on whether the executive
compensation package is reasonable and sufficiently tied to the success of
the company."
According to Cisco's 2008 Proxy Statement, Cisco CEO John Chambers' total
compensation package in Fiscal Year 2008 was $11.2 million, including a
salary of $375,000, performance based incentive compensation of $3.0
million and stock equity awards valued at $7.8 million.
Forbes' Special Report on CEO Compensation (April 30, 2008) lists Mr.
Chambers' average annual compensation during his tenure as $54.8 million
using an alternate methodology.
For more information on CBIS, or to speak with Julie Tanner directly,
please contact Jaclyn Connelly at (973) 732-3521 or
jaclyn@jcpublicrelations.com
About Christian Brothers Investment Services
Christian Brothers Investment Services, Inc. (CBIS) is the leader in
socially responsible investing (SRI) with approximately $4 billion in AUM
for more than 1,000 Catholic institutions worldwide, including dioceses,
religious institutes, educational institutions and health care
organizations. CBIS' combination of premier institutional asset managers,
diversified product offerings, and careful risk-control strategies
constitutes a unique investment approach for Catholic institutions and
their fiduciaries. CBIS strives to integrate faith-based values into the
investment process through a disciplined approach to socially responsible
investing that includes principled purchasing (stock screens), active
ownership strategies (proxy voting, dialogues, and shareholder resolutions)
and community investment. Visit CBIS on the Web at
http://www.cbisonline.com.