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  Code of Conduct
  

  CEO's Message
 
Ladies and Gentlemen:

As an industry leader, Openwave Systems, Inc. has a responsibility to maintain the highest standards of business behavior in order to ensure the long-term success of the company for our stakeholders, including our customers, employees, partners and shareholders across the many communities we serve around the world.

We are pleased to republish Openwave Systems Inc. Code of Conduct. The Code of Conduct communicates our commitment to the highest standards of corporate governance and integrity, and serves as the foundation for everything we do as a company and as individuals. This commitment requires that each of us conduct ourselves with the utmost integrity in all company matters. At a high level, this means that we should be honest and forthright in our dealings with others, whether interacting with employees, customers, partners, shareholders, or the many communities in which we conduct our business. Integrity and honesty are behaviors that support each of our core values.

Our core values are:
  • Accountability
  • Team Orientation
  • Customer Intimacy
  • Operational Excellence
Many of the policies reflected in the Code have previously been included in the Openwave Employee Handbook. Questions regarding the Code should be discussed with a representative of the human resources or legal departments, or any member of the executive team.

Everyone at Openwave is expected to read the Code of Conduct. All employees, officers and members of our board of directors are required to adhere to our Code of Conduct, and are expected to question and/or report behaviors inconsistent with the Code of Conduct. The executive team and I have all already committed to do so. Employees are expected to as well.

Our values and Code of Conduct should be a key part of every action we take in our role at Openwave.

Thank you,
Robert Vrij

Code of Conduct
 
Adopted by the Board of Directors on April 15, 2004
 
Introduction
This Code of Conduct (the "Code") covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all Openwave employees, officers and directors. All of our employees, officer and directors are required to conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company's agents and representatives, including consultants and contingent workers.

Integrity is the cornerstone that underlies all aspects of this code and Openwave's core values. At a high level, you should be honest and forthright in your dealings with our customers, partners, employees, shareholders, and the communities in which we conduct business. The following provisions of the Code all flow from the following principles:
  • Obey all laws and regulations governing our business conduct.
  • Be honest and fair in all Openwave activities and relationships.
  • Avoid conflicts of interest between work and personal affairs.
  • Create an environment of fair employment practices for all employees.
  • Through leadership, maintain a culture that values ethical conduct, honesty and integrity.
If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your manager how to handle the situation.

Any person that violates the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may result in or lead to a violation of this Code, follow the guidelines described in Section 15 of this Code.
  1. General Compliance Guidelines
    We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:
    • Make sure you have all the facts possible. In order to reach the right solutions, we must be as fully informed as possible.
    • Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, follow up on it.
    • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
    • Discuss the problem with your manager. This is the basic guidance for all situations. In many cases, your manager will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your manager's responsibility to help solve problems.
    • Seek help from Company resources. In the event you do not feel comfortable approaching your manager with your question, discuss it locally with your Human Resources business partner or Human Resources representative.
    • You may report ethical violations in confidence and without fear of retaliation. If you find yourself in a situation that requires that your identity be kept confidential, your anonymity will be protected to the extent possible. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.
    • Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.
  2. Compliance with Laws, Rules and Regulations
    Obeying the law, both in letter and in spirit, is the foundation on which the Company's ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from your manager or other appropriate personnel.

    If you have questions regarding compliance with laws, rules and regulations, including insider-trading laws, you may request more information from your manager or the legal department

  3. Conflicts of Interest
    A "conflict of interest" exists when a person's private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company.

    The mere existence of a relationship with outside firms is not automatically prohibited. However, if employees have any influence on transactions involving purchases, contracts, or leases, it is imperative that they disclose to an officer of the Company as soon as possible the existence of any actual or potential conflict of interest so that safeguards can be established to protect all parties. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Company's legal department. The Company has adopted a specific policy on Conflicts of Interest that has been made available to every employee. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a manager or other appropriate personnel.

  4. Insider Trading
    Employees, officer, directors, consultants or contractors and their family members who have access to material confidential information regarding the Company or any actual or prospective customer or partner are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information regarding the Company or any other company for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is unethical and illegal. To assist with compliance of insider trading laws, the Company has adopted a specific policy that has been distributed to every employee. If you have any questions, please consult the Company's legal department.

  5. Openwave Opportunities May Not Be Used For Personal Gain
    Employees, officers and directors are prohibited from participating personally in opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors, even if Openwave declines the opportunity. No employee or member of the board of directors may use corporate property, information, or position for improper personal gain, and no employee or director may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

  6. Competition and Fair Dealing
    We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

  7. Gifts
    The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should be given or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws or regulations. Please discuss any gifts or proposed gifts that you believe may not be appropriate with your manager or the Company's legal department.

  8. Discrimination and Harassment
    The diversity of the Company's employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and have adopted a specific policy to assist in that goal. We will not tolerate any unlawful discrimination or harassment based on sex, age, race, religion, color, national origin or ancestry, disability, marital status or any other legally protected characteristic. Examples of improper conduct include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances. The Company has adopted a specific policy prohibiting unlawful harassment and discrimination that has been made available to every employee.

  9. Health and Safety
    The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

  10. Record-Keeping
    Accurate and Complete Records.
    The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions.

    Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your manager or the Company's Controller or Chief Accounting Officer.

    All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.

    Record Retention.
    You should strive to retain or destroy records (emails, memorandum, letters, etc.) in accordance with the Company's record retention policies. In the event of litigation or governmental investigation, do not destroy records, and consult the Company's legal department. The Company has adopted a specific Records Retention Policy that has been made available to every employee.

    Business Communications.
    Business records and communications may become public. We should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports.

  11. Confidentiality
    Every employee and consultant should have executed a confidentiality agreement when he or she began his or her employment with the Company. In addition, the Company has adopted a specific Non-Disclosure of Confidential Information Policy that has been made available to every employee. Employees should strive to maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by the Company's legal department. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

  12. Protection and Proper Use of Company Assets
    All employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

    The obligation of employees to protect the Company's assets includes protection of the Company's proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

  13. Payments to Government Personnel
    The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

    In addition, the U.S. government has a number of laws and regulations describing business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. Upon your request, the Company's legal department can provide guidance to you in this area.

  14. Waivers of the Code of Business Conduct and Ethics
    Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly publicly disclosed as required by law or stock exchange regulation.

  15. Reporting any Illegal or Unethical Behavior
    Employees are encouraged to talk to their manager or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct.

    Employees must read the Company's Employee Complaint Procedures for Accounting and Auditing Matters, which describes the Company's procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.

April 2004

  



 
  Principles and Policies
    Corporate Governance Principles
    Code of Conduct
    Senior Officer Code of Ethics
    Whistleblower Policy
    CEO Succession Plan
    Policy requiring directors to submit resignation if job changes
    Policy limiting outside directors to 5 or fewer public company or mutual fund boards
    Director stock ownership guidelines
    Executive stock ownership guidelines
  Board of Directors
  Board Committees
    Nominating & Corporate Governance Committee
    Audit Committee
    Compensation Committee
  Certificate of Incorporation
 
 
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