Know the Board: All Roads Lead to Cisco

The only time we hear about a board of directors is when its members are up to no good. Proxy battles, compensation scandals, and takeover proposals bring these stewards of corporate governance into the spotlight, but when they're simply doing their jobs, nobody pays any attention. So this Fool is here to highlight a few boards of directors, whether good or bad, to give you a more detailed picture of their companies. No need for scandals.

This week, our subject is networking leader Cisco Systems (Nasdaq: CSCO  ) . It's the 14th-largest company on the public market today by market cap, the fourth-richest by net cash (excluding banks, of course), and a force to be reckoned with in any arena the company chooses to enter. Yeah, as if Cisco needed an introduction, but there you go.

Meet the board
John Chambers has been Cisco's CEO since 1995. Under his leadership, he gave shareholders a 10-bagger in 11 years -- or a 35-bagger at the very peak of that Internet bubble insanity -- and I don't know too many investors who would complain about a 24% annualized return. When he traded the day-to-day responsibilities of being president for the more strategic post of chair last year, a fellow board member presented his promotion this way:

Serving at the discretion of shareholders, Cisco's board of directors consists of individuals of significant character and credibility, selected for their acumen and ability to challenge and add value to management. Throughout his tenure as president and CEO, John has served shareholders well, successfully navigating Cisco through both strong and challenging economic and industry climates. This experience, combined with Cisco's diverse, independent board continues the solid management and oversight of the company.

Those are the words of Cisco's lead independent director, Dr. Carol Bartz. In addition to coordinating, organizing, and auditing the activities of all the external board members, Dr. Bartz heads the Investment and Finance Committee as well as the Acquisition Committee. She is also the chair of software stalwart Autodesk and spent 14 years in the CEO position there.

Next, we meet an old acquaintance. Stanford University president John Hennessy also sits on the boards of Google (Nasdaq: GOOG  ) and networking chip designer Atheros (Nasdaq: ATHR  ) . If that's not an excellent pedigree to bring to the Cisco board, I don't know what is. Hennessy chairs the Technology Committee.

The Cisco board is the shortest connecting path between Google and Yahoo! (Nasdaq: YHOO  ) because chief yahoo Jerry Yang has held a chair for seven years. He serves on Hennessy's Technology sub-board, too, so the two have plenty of opportunities to trade war stories between meetings.

So far, we have plenty of technology firepower, but Cisco wants some down-to-earth retail and financial services experience in its guiding body, too. So at the head of the table in Nomination and Governance Committee meetings is Richard Kovacevic -- CEO of Wells Fargo and a part of Target's board of directors. That's a banking heavyweight with retail expertise, for those of you keeping score at home.

Oh, but let's get two sides of that coin. Say hello to Marsh & McLennan (NYSE: MMC  ) CFO Michele Burns, who also holds a prominent position on the board of Wal-Mart (NYSE: WMT  ) . Her presence covers both insurance and retail.

Slow down, Fool!
There is too much outstanding talent and expertise to go into every detail. You might recognize Mike Capellas of Hewlett-Packard fame, and Michael Powell from policy think tank Aspen Institute ... and the list goes on.

There are connections to retail and banking, advertising and chip makers, online services and software designers, and much more. In short, the board itself is a cross-section of Cisco's customers and suppliers, right in line with the partnership spirit I've talked about in other articles.

Cisco's chief development officer Charles Giancarlo, who is not a Cisco board member, is a Netflix (Nasdaq: NFLX  ) director for that extra media and technology exposure. And several other Cisco executives serve on outside boards of various high-profile companies. This is one highly connected company, in every sense of that phrase.

Ten out of 12 board members are external, and the corporate governance guidelines are both clearly written and easily found. Cisco's Investor Relations website, like Google's, is a model of clarity and organization, and the company shares muchmorematerial than it is strictly required to do. That's great for an inquisitive investor with a thirst for data and industry insights.

It's no surprise to find Cisco ranked No. 19 on the latest independent list of the best corporate citizens in America. Chambers and company rarely land in hot water in the media, and it would really be a shame if all of these great leaders, who have access to industry information like nobody else, couldn't keep the Cisco profit train rolling until the end of time. Or until we don't need networking equipment anymore, whichever comes first. I'm betting on the Apocalypse there.

Fool on:

Atheros is a Motley Fool Hidden Gems recommendation; Netflix and Yahoo! are Motley Fool Stock Advisor picks; and Wal-Mart shares a bunk bed in the Motley Fool Inside Value barracks with Marsh & McLennan. Cisco sure gets around. Learn all about these outstanding businesses and why they make great investments. Free 30-day trials for everybody!

Fool contributor Anders Bylund owns shares in Google and Netflix, but holds no other position in any of the companies discussed here. He's constantly throwing forlorn glances at many of these stocks, but can never keep quiet about them long enough to make an investment. That's the price of Foolish disclosure. You can check out Anders' holdings if you like.


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