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  Corporate Governance Principles
  

  The following Corporate Governance Principles have been adopted by the Board of Directors (the "Board") of Openwave Systems Inc. (the "Company") pursuant to the recommendations of the Nominating and Corporate Governance Committee. These principles are intended to assist the Board in the exercise of its responsibilities. In addition, these principles reflect the Board's commitment to monitor the effectiveness of policy and decision making both at the Board and management level, with a view to enhancing long-term stockholder value. These principles are not intended to change or interpret any Federal or state law or regulation, including the General Corporation Law of the State of Delaware, or the Certificate of Incorporation or By-laws of the Company. These principles are subject to modification from time to time by the Board pursuant to recommendations of the Nominating and Corporate Governance Committee.

The Board
 
Role of Directors
The business and affairs of the Company shall be managed by or under the direction of the Board. A director is expected to spend the time and effort necessary to properly discharge such director's responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings.

The Board's Goals
The Board's goal is to build long-term value for the Company's stockholders and to assure the vitality of the Company for its customers and employees. To achieve these goals the Board will monitor both the performance of the Company (in relation to its financial objectives, major goals, strategies and competitors) and the performance of the Chief Executive Officer, and offer him or her constructive advice and feedback. The Board shall also take such actions they deem appropriate to foster an environment where management and employees operate in a legal and ethically responsible manner. The Board will participate in the selection, evaluation and, where appropriate or necessary, replacement of the Chief Executive Officer and provide input to the Chief Executive Officer with respect to the selection and evaluation of the Company's principal senior executives.

Selection of the Chairman of the Board
The Board shall be free to choose its Chairman of the Board in any way that it deems best for the Company at any given point in time.

Size of the Board
The Board periodically reviews the size of the Board, which could be increased or decreased if determined to be appropriate by the Board, subject to the parameters of the Company's certificate of incorporation and bylaws.

Selection of New Directors and Board Membership Criteria
For the Company's policies regarding the selection of new directors and it's board membership criteria, please refer to the Nominating and Corporate Governance Committee Charter. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee to the following address: Corporate Secretary, Openwave Systems Inc., 2100 Seaport Boulevard, Redwood City, CA 94063. As described in more detail in our bylaws, the stockholder submission must include certain specified information concerning the proposed nominee and information as to the stockholder's ownership of our common stock, among other things.

Director Qualification Standards
The Nominating and Corporate Governance Committee believes that a candidate for director should have certain minimum qualifications. The Nominating and Corporate Governance Committee will generally consider such factors as (i) possessing relevant expertise upon which to be able to offer advice and guidance to management, including public company board experience and international business experience, (ii) the ability to read and understand basic financial statements, (iii) having sufficient time to devote to the affairs of Openwave, (iv) a reputation for personal integrity and ethics, (v) demonstrated excellence in his or her field, (vi) having the ability to exercise sound business judgment and (vii) the commitment to rigorously represent the long-term interests of the stockholders. Notwithstanding the foregoing, the Nominating and Corporate Governance Committee reserves the right to modify these factors from time to time, taking into account the current needs of the board in an effort to maintain a balance of knowledge, experience and capability.

Other Public Company Directorships
The Company has adopted a policy limiting the number of other public company boards of directors upon which a director may sit on to no more than five (5), including the Company. Directors should limit their service as directors on publicly held company and investment company boards to no more than five (including the Company's Board). Service on the boards of subsidiary companies, not-for-profit enterprises and non-public for-profit enterprises are not included in this calculation. Moreover, if a Director sits on several mutual fund boards within the same fund family, it will count as one board for purposes of this calculation.

A member of the Audit Committee may sit on no more than two additional audit committees without the prior recommendation of the Nominating and Corporate Governance Committee and the subsequent approval of the Board.

Independence of the Board
The Board shall be comprised of a majority of directors who, in the business judgment of the Board, qualify as independent directors ("Independent Directors") under the listing standards of the National Association of Securities Dealers' Nasdaq Stock Market ("Nasdaq"). The Board is willing to have members of management, in addition to the Chief Executive Officer, as directors.

Each director's relationships with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) shall be reviewed annually. Following such annual review, only those directors who the Board affirmatively determines have no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) will be considered Independent Directors. The Board may adopt and disclose categorical standards to assist it in determining director independence.

Policy requiring directors to submit resignation if job changes
The Board expects that a Director who changes his or her principal business association will promptly offer his or her resignation from the Board to the Nominating and Governance Committee. The Nominating and Corporate Governance Committee will assess each situation based on the individual circumstances and make a recommendation to the Board as to whether to accept the resignation. The Board will be free to accept or reject such resignation.

Retirement Age
It is the general policy of the Company that no director having attained the age of 70 years shall be nominated for re-election or reappointment to the Board. However, the Board may waive this policy in individual cases.

Director Tenure
In connection with each director nomination recommendation, the Nominating and Corporate Governance Committee shall consider the issue of continuing director tenure and take steps as may be appropriate to ensure that the Board maintains an openness to new ideas and a willingness to critically re-examine the status quo.

Board Compensation
A director who is also an officer of the Company shall not receive additional compensation for such service as a director.

The Company believes that compensation for non-employee directors should be competitive and should encourage increased ownership of the Company's stock through the payment of at least a portion of director compensation in Company stock, options to purchase Company stock or similar compensation. It is the recommendation of the Board that all directors hold an equity interest in the Company. Accordingly, each non-employee director should acquire and hold Company stock with a value equivalent to $25,000, valued at the higher of either the acquisition price or the current fair market value of such equity interest. Non-employee directors should satisfy this standard within four years from the date the director joins the Board or the adoption of this policy.

The Board of Directors will periodically review the level and form of, and, if it deems appropriate, approve changes in, non-employee director compensation. It is appropriate for the staff of the Company to report from time to time to the Board on the status of Board compensation in relation to similarly situated companies.

Changes in Board compensation, if any, should be considered and approved by the full Board.

Board Access to Management
Board members shall have access to the Company's management and, as appropriate, to the Company's outside advisors. Board members shall coordinate such access through the Chairman of the Board or Chief Executive Officer and Board members will use judgment to assure that this access is not distracting to the business operation of the Company.

Self-Evaluation by the Board
The Nominating and Corporate Governance Committee will sponsor an annual self-assessment of the Board's performance as well as the performance of each committee of the Board, the results of which will be discussed with the full Board and each committee.

New Director Orientation and Continuing Education
The Nominating and Corporate Governance Committee will discuss and suggest any appropriate new director orientation programs and continuing educational activities for directors.

Access to Independent Advisors/Experts
The Board and each of its committees have the right at any time to retain and direct independent financial, legal or other advisors or experts, with funding provided by the Company.

Board Meetings
 
Frequency of Meetings
There shall be at least one regularly scheduled meeting of the Board each quarter.

Selection of Agenda Items for Board Meetings
In preparation for meetings of the Board, the Chairman will consult with the Chief Executive Officer regarding the agenda and content and with support from the Secretary of the Company shall disseminate to directors on a timely basis briefing materials regarding matters to be included in the meeting agenda, as well as minutes from prior meetings and any written reports by committees. Each Board member shall be free to suggest inclusion of items on the agenda as well as free to raise at any Board meeting subjects that are not specifically on the agenda for that meeting.

Attendance of Management Personnel at Board Meetings
The Board encourages the Chief Executive Officer to bring members of management from time to time into Board meetings to (i) provide management insight into items being discussed by the Board because of management involvement in these areas; (ii) make presentations to the Board; and (iii) bring managers with significant potential into contact with the Board.

Board Materials Distributed in Advance
Information and materials that are important to the Board's understanding of the agenda items and other topics to be considered at a Board meeting should, to the extent practicable, be distributed sufficiently in advance of the meeting to permit prior review by the directors. Sensitive subject matters may be discussed at the meeting without written materials being distributed in advance or at the meeting. Similarly, matters may be discussed at a meeting called on short notice in the event of a pressing need without written material being made available.

Separate Sessions of Independent Directors
The Independent directors of the Company shall meet in executive session without management on a regularly scheduled basis, but no less than two times a year, during regularly scheduled Board meetings.

The Chairman shall preside at such executive sessions unless the Chairman is an employee director, in which case, the independent directors shall designate an Independent director to preside at such executive sessions.

The Independent directors, pursuant to the recommendations of the Nominating and Corporate Governance Committee, shall adopt one or more methods to enable interested parties desiring to communicate with the presiding director and the other non-management directors regarding the Company.

Committee Matters
 
Number and Names of Board Committees
It is the general policy of the Company that all major decisions be considered by the Board as a whole. The committee structure of the Board reflects this and is limited to those committees considered to be basic to or required for the operation of a public company. The Company shall have four standing committees: Audit, Nominating and Corporate Governance, Compensation, and Stock Award Committee. The purpose and responsibilities for each of these committees shall be outlined in committee charters adopted by the Board. The Board may want, from time to time, to form a new committee, to re-allocate responsibilities of one committee to another committee or to disband a current committee depending on circumstances. In addition, the Board may determine to form ad hoc committees from time to time, and determine the composition and areas of competence of such committees.

Independence of Board Committees
Each of the Audit Committee, the Nominating and Corporate Governance Committee and the Compensation Committee shall be composed entirely of Independent Directors satisfying applicable legal, regulatory and stock exchange requirements necessary for an assignment to any such committee. All other standing Board committees formed by the Board other than the Stock Award Committee shall be chaired by Independent Directors, except where the Board, pursuant to the recommendation of the Nominating and Corporate Governance Committee, determines otherwise. The Stock Award Committee makes stock option grants only to non-executives and within prescribed limits determined by the Board.

Assignment and Rotation of Committee Members
The Nominating and Corporate Governance Committee shall be responsible, after consultation with the Chairman of the Board, for making recommendations to the Board with respect to determining the assignment of Board members to various committees. After reviewing the Nominating and Corporate Governance Committee's recommendations, the Board shall be responsible for appointing the Chairman and members to the committees on an annual basis.

The Nominating and Corporate Governance Committee shall annually review the Committee assignments and shall consider the rotation of the Chairman and members with a view toward balancing the benefits derived from continuity against the benefits derived from the diversity of experience and viewpoints of the various directors.

Communications to the Board of Directors
Stockholders and other interested parties may contact any member (or all members) of the Board (including without limitation the non-management directors as a group), any Board Committee or any Chair of any such Committee by mail. To communicate with the Board, any individual Director or any group or Committee of Directors, correspondence should be addressed to the Board or any such individual Director or group or Committee of Directors by either name or title. All such correspondence may be sent, on a confidential basis as applicable, addressed to the Board, Committee, or individual director, c/o Corporate Secretary, Openwave Systems Inc., 2100 Seaport Boulevard, Redwood City, CA 94063.

All communications received as set forth in the preceding paragraph will be opened by the office of the Corporate Secretary for the sole purpose of determining whether the contents represent a message to the Company's Directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of Directors, the Corporate Secretary will have sufficient copies of the contents made and sent to each Director who is a member of the group or Committee to which the envelope is addressed.

Leadership Development
 
Selection of the Chief Executive Officer
The Board shall be responsible for identifying potential candidates for, and selecting, the Company's Chief Executive Officer.

Evaluation of Chief Executive Officer
The Nominating and Corporate Governance Committee, along with the Compensation Committee, shall evaluate the effectiveness of the CEO.

Succession Planning; Management Development
The Board regularly reviews and approves a CEO succession plan. The Board shall review with the Chief Executive Officer on an annual basis succession planning, management development, and management performance as a whole.

Annual Meeting of Stockholders
 
All Directors are invited and encouraged to attend the Annual Meeting of Stockholders.

 



 
  Principles and Policies
    Corporate Governance Principles
    Code of Conduct and 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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