CBIS Resolution on Executive Pay at Cisco Receives Strong Support
According to the Forbes Special Report on CEO Compensation published in May 2007, Cisco CEO John Chamber’s total compensation package was $71.33 million -- including a salary and bonus of under $2 million.
Julie Tanner, corporate advocacy coordinator at CBIS, said: “Investors are increasingly concerned about mushrooming executive compensation which sometimes appears to be insufficiently aligned with the creation of shareholder value. Our resolution urges Cisco’s board to allow shareholders to express their opinion about senior executive compensation at the company by establishing an annual referendum process. The results of such a vote would, we think, provide the board and management with useful information about whether shareholders view the company’s senior executive compensation as being in the best interests of shareholders. The compensation practices at Cisco Systems should encourage executives to build a successful, sustainable company and share this prosperity within the company.”
Sister Judy Byron, OP, coordinator of the Northwest Coalition for Responsible Investment and representative of the Sisters of the Holy Names of Jesus and Mary, U.S. Ontario Province, said: “The Cisco vote today is an important step towards holding American CEOs accountable on the issue of pay. As faith-based shareholders we believe that it is our responsibility to bring more visibility and accountability to the issue of executive compensation as practiced by companies in which we hold stock. We are concerned that an unchecked and growing concentration of wealth and privilege in corporate America does not promote the common good, economically, ecologically, socially, or politically.”
The CBIS-sponsored shareholder resolution reads, in part: “RESOLVED, that shareholders of Cisco Systems Inc. urge the board of directors to adopt a policy that Company shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by management, to ratify the compensation of the named executive officers set forth in the proxy statement’s Summary Compensation Table and the accompanying narrative disclosure of material factors provided to understand the SCT (but not the Compensation Discussion and Analysis). The proposal submitted to shareholders should make clear that the vote is non-binding and would not affect any compensation paid or awarded to any [named executive officer].”
The vote is advisory in nature -- the shareholder vote would not override compensation decisions, but instead, would allow shareholders to weigh in on whether they believe the executive compensation package at the company is reasonable.
For the full text of the CBIS resolution, visit CBIS’ Shareholder Advocacy Directory at http://www.cbisonline.com/page.asp?id=165 and select “Cisco” from the list of companies.
The resolution was filed by CBIS and by several members of the Interfaith Center on Corporate Responsibility (ICCR), including: the Adrian Dominican Sisters; Catholic Health East; Ethical Funds, Christus Health; Progressive Investment Management, Dominican Sisters of Columbus, Ohio; Sisters of St. Francis of Philadelphia; Sisters of the Holy Names of Jesus and Mary, U.S, Ontario Province; Walden Asset Management; and Mennonite Mutual Aid. The groups hold approximately 1.2 million shares of Cisco in total.
Aflac and Verizon have already agreed to adopt the “say on pay” policy and a number of companies are working with investors to study the ways in which this practice could be practically implemented in the U.S. market. Resolutions regarding “say on pay” are regularly receiving votes between 40-50 percent in favor, a remarkable showing for a new issue.
Data show that U.S. executives make twice their European counterparts. A Towers Perrin study of top executive pay in 26 major countries found that American executives make an average of twice as much as their French, German and British counterparts. A December 2005 Watson Wyatt survey found that 90 percent of institutional investors think the current executive compensation system has overpaid executives.
Christian Brothers Investment Services, Inc., manages $4.3 billion for Catholic institutions, combining faith and finance in the responsible stewardship of financial assets. 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.
The Interfaith Center on Corporate Responsibility is a coalition of nearly 300 faith-based institutional investors, representing over $100 billion in invested capital. ICCR members bridge the divide between morality and markets by envisioning a civic economy that integrates ethical, environmental and social values. Inspired by faith, committed to action, ICCR members work to build a just and sustainable global community.