WORLDWIDE | INVESTORS | CAREERS | SUPPORT | CONTACT US
Openwave Systems, Inc.
Investors
 
Home > Investors > Corporate Governance > Principles And Policies
  Print this Page Email this Page  
  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 articles and by laws.

Selection of New Directors
The Nominating and Corporate Governance Committee is responsible for identifying, screening and recommending candidates to the Board for Board membership. When formulating its Board membership recommendations, the Nominating and Corporate Governance Committee shall also consider advice and recommendations from others as it deems appropriate.

Board Membership Criteria
Nominees for director shall be selected on the basis of, among other things, knowledge, experience, skills, expertise, integrity, diversity, understanding of the Company's business environment, all in the context of an assessment of the perceived needs of the Board at that time.

See Annex A with respect to the Company's Policy and Procedures Regarding the Identification and Evaluation of Board Candidates.

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 shall take into consideration the recommendations of the Nominating and Corporate Governance Committee as to whether a greater number or percentage of Independent Directors is appropriate. 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.

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 determine to 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.

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 Option 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 Option 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 Option 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, Attention: Ms. Bolton.

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 shall review with the Chief Executive Officer on an annual basis succession planning and management development. The Board regularly approves a CEO succession plan.

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

Annex A - Policy and Procedures Regarding the Identification and Evaluation of Board Candidates
 
From time to time, candidates for membership on the Board of Directors (the "Board") of Openwave Systems Inc. (the "Company") may be suggested to the Nominating and Corporate Governance Committee (the "Committee"). The suggestions may be from Board members, Company management, Company stockholders or other sources (the "Sponsor") and may be either unsolicited or in response to requests from the Committee for such candidates. The Committee may also, from time to time, if deemed necessary, retain firms that specialize in identifying director candidates.

It is the policy of the Committee that the same criteria for a candidate's membership on the Board be applied irrespective of his or her Sponsor, except that in considering candidates recommended by stockholders, the Committee may take into account the number of shares of common stock held by the recommending stockholder and the length of time such shares have been held.

To suggest a candidate to this Committee, a stockholder must submit the recommendation in writing and must include the following information:
  • The name of the stockholder and evidence of the person's ownership of the Company's common stock, including the number of shares owned and the length of time of ownership; and
  • The name of the candidate, the candidate's resume or a listing of his or her qualifications to be a Director of the Company and the candidate's consent to be named as a director if selected by the Committee and nominated by the Board.
The stockholder recommendation and information described above must be sent to:

Chairman of the Nominating and Corporate Governance Committee
c/o Corporate Secretary
Openwave Systems Inc
2100 Seaport Boulevard,
Redwood City, CA 94063
Attention: Ms. Bolton.

In order to be considered for nomination to stand for election at an upcoming Annual Meeting of Stockholders, such recommendation must be received by the Corporate Secretary not less than 120 days prior to the annual anniversary date of the Company's most recent Annual Meeting of Stockholders.

Upon receipt of a recommendation of a candidate for membership on the Board from a Sponsor, the Committee will evaluate the candidate by taking into consideration the needs of the Board and the qualifications of the candidate.

The Committee believes that the minimum qualifications for service as a Director of the Company are that a nominee possess an ability, as demonstrated by recognized success in his or her field, to make meaningful contributions to the Board's oversight of the business and affairs of the Company and an impeccable reputation of integrity and competence in his or her personal or professional activities. The Committee's evaluation of potential candidates shall be consistent with the Board's criteria for selecting new Directors. Such criteria include the possession of such knowledge, skills, expertise and diversity of experience so as to enhance the Board's ability to manage and direct the affairs and business of the Company, including when applicable, to enhance the ability of committees of the Board to fulfill their duties and/or satisfy any independence requirements imposed by law, regulation or listing requirements.

In making a determination as to the suitability of a candidate, the Committee will:
  1. Assess the composition and the needs of the Board at that time;
  2. Consider the number of shares of the Company's common stock held and the length of time held if the Sponsor is a stockholder;
  3. Review and discuss the reasons given by the Sponsor as to the suitability of the candidate;
  4. If deemed necessary by the Committee, obtain and review publicly available information regarding the candidate;
  5. If deemed necessary by the Committee, contact and discuss with the Sponsor the suitability of the candidate;
  6. If, at this point, the Committee determines that a person warrants further consideration, contact the person to ascertain his or her interest in membership on the Board and, if interested, obtain from him or her further information;
  7. If deemed necessary by the Committee, conduct one or more interviews with the candidate;
  8. If deemed necessary by the Committee, contact one or more references provided by the candidate or contact other members of the business community or others who may have greater first-hand knowledge of the candidate's accomplishments; and
  9. If deemed necessary by the Committee, form a conclusion and recommendation to the Board regarding the candidate's membership on the Board.


  



 
  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
 
 
TERMS AND CONDITIONS | PRIVACY POLICY | SITE MAPCopyright © 2000-2008 Openwave Systems Inc.