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  Complaint Procedures for Accounting and Auditing Matters
  

  The foregoing sets forth the procedures by which employees and others acting on behalf of Openwave Systems Inc. (the "Company") may submit good faith complaints regarding accounting or auditing matters.

Any employee of the Company may submit a good faith complaint regarding accounting or auditing matters to the management of the Company without fear of dismissal or retaliation of any kind. The Company is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. The Company's Audit Committee will oversee treatment of employee concerns in this area.

In order to facilitate the reporting of complaints, the Company's Audit Committee has established the following procedures for (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters ("Accounting Matters") and (2) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Receipt of Complaints
  • Employees or others with concerns regarding Accounting Matters may report their concerns through the Internet, via a toll-free telephone line, or via the mail. Concerns should be submitted with as much detail as possible so as to ensure a thorough understanding of the issue raised, including any corroborating information. The Company may, in its reasonable discretion, determine not to commence an investigation if a complaint contains only unspecified or broad allegations of wrongdoing without appropriate informational detail or support.

  • Employees may forward complaints on a confidential or anonymous basis through any of four methods:
    1. Internet:
      https://secure.ethicspoint.com/

    2. Toll-free Telephone: (800) 524-9567

    3. Regular Mail:
      Openwave Systems Inc.
      Accounting/Auditing Complaints
      2100 Seaport Boulevard
      Redwood City, CA 94063
      Attention: General Counsel

    4. If the complaint relates to the General Counsel, if there is a potential conflict of interest with management, or if there are other reasons why the complaint should be sent directly to the Audit Committee, complaints may be submitted to the following forwarding service that is maintained outside of the Company. All correspondence received at this address will be forwarded directly to the Chairperson or other designated member of the Audit Committee.

      Audit Committee of Openwave Systems Inc.
      Accounting/Auditing Complaints
      P.O. Box 150-443
      570 El Camino Real
      Redwood City, CA 94063-1262
Scope of Matters Covered by These Procedures

These procedures relate to employee complaints relating to any questionable accounting or auditing matters, including, without limitation, the following:
  • fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
  • fraud or deliberate error in the recording and maintaining of financial records of the Company;
  • deficiencies in or noncompliance with the Company's internal accounting controls;
  • misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company;
  • deviation from full and fair reporting of the Company's financial condition; or
  • infringement or transgression of the securities act (for example, insider trading).
Treatment of Complaints
  • Upon receipt of a complaint, the General Counsel or investigational officer will (i) determine in his reasonable judgment whether the complaint actually pertains to Accounting Matters and (ii) when possible, acknowledge receipt of the complaint to the sender.

  • Complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by the General Counsel, Internal Auditor or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.

  • Prompt and appropriate corrective action will be taken when and as warranted in the reasonable judgment of the Audit Committee.

  • Neither the Company nor any of its employees, officers or agents acting on behalf of the Company will discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints or participation in an investigation of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.
Reporting and Retention of Complaints and Investigations
  • The General Counsel, or if appropriate the chair of the Audit Committee as set forth above, will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee. Copies of complaints and such log will be maintained in accordance with the Company's document retention policy.
Adopted by the Audit Committee of Openwave Systems Inc.
April 13, 2006 		 



 
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