Board Oversight of
Strategy
The Board of Directors believes that it is important to be deeply
involved in overseeing and reviewing Ciena’s short- and long-term
strategy. The Board oversees and reviews Ciena’s long-term
strategic plan, annual operating plan, and strategy and approach
toward ESG matters. Because employee engagement, development and
retention are critical elements of our strategy, the Board annually
reviews our “people strategy”: a comprehensive overview of
compensation, benefits, support for employees, growth and
development opportunities, and inclusion and diversity.
Strategy-related matters are discussed regularly at Board meetings,
as well as at the committee level when appropriate. Such matters
include:
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Long-term financial targets
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Three-year strategic plan
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Annual financial and operating plan
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Key functional strategic initiatives
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Corporate development and strategic transactions
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Alignment of executive compensation with strategic and
operating goals
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Human capital, talent management strategy and
succession planning
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Board Oversight of
Risk
The Board of Directors believes that risk management is an
important part of establishing, updating and executing Ciena’s
business strategy. The Board, as a whole and at the committee
level, has oversight responsibility relating to risks that could
affect our corporate strategy, business objectives, compliance,
operations and financial condition and performance. The Board
focuses its oversight on the most significant risks facing Ciena
and on its processes to identify, prioritize, assess, manage and
mitigate those risks.
Since 2020, the Board has played an important oversight role in
Ciena’s business continuity planning, decision-making and execution
in the face of the COVID-19
pandemic and its resulting impact on a wide range of conditions
affecting our industry, business and people. This has included
overseeing the management by our executive team of risks relating
to employees and benefits, health and safety, research and
development, supply chain, services and fulfillment, IT operations
and financial controls.
The Board also annually reviews and considers Ciena’s long-term
strategic plan, its annual financial and operating plan, and its
enterprise risk management program. The Board and its committees
also receive regular reports from members of senior management on
areas of material risk to Ciena, including strategic, operational,
financial, information security, legal and regulatory risks. While
the Board has an oversight role, management is principally tasked
with direct responsibility for management and assessment of risks
and the implementation of processes and controls to mitigate their
effects on Ciena.
The Board’s leadership structure, with a Lead Independent Director,
separate Executive Chair and CEO, independent Board committees with
strong Chairs, the active participation of committees in the
oversight of risk, and open communication with management, supports
the risk oversight function of the Board. Each standing committee
of the Board has risk oversight responsibilities and provides
regular reports to the Board on at least a quarterly basis, as more
fully described below under “Composition and Meetings of the Board
of Directors and its Committees.”
Cybersecurity and Data Privacy
As part of the Board’s oversight of risk management, the Board
devotes time and attention to cybersecurity and data privacy
related risks, with the Audit Committee responsible for overseeing
cybersecurity, data privacy and information technology related
controls, policies and other efforts to mitigate such risks. As
part of its standing agenda, the Audit Committee receives regular
quarterly updates on information security risks and programming
from members of senior management, including our Chief Information
Security Officer, who reports to our Chief Financial Officer. These
updates have included reviews of our cybersecurity risk management
efforts including the development of relevant processes and
policies, the implementation of technologies, systems or use of
third party partners to safeguard our systems environment, the
conduct of education and training initiatives with employees and
business partners, and incident response preparedness, including
simulations and tabletop exercises. The Audit Committee regularly
updates the Board on such matters, and the Board also receives
updates, not less than annually, from our Chief Information
Security Officer on information and cybersecurity risks and related
programming. In addition, we conduct employee security awareness
training, including ongoing regular phishing detection exercises
and awareness initiatives, throughout each year. We also maintain
an information security risk insurance policy as part of our risk
management efforts, and regularly engage and collaborate with
peers, industry groups and governments relating to cybersecurity
risk management and the evolving threat environment.
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 2023 Proxy Statement |