Corporate Governance

Sound corporate governance principles are a critical part of maintaining our relationship with our shareholders, customers and with each other. Tessera’s Board of Directors has adopted Corporate Governance policies that reinforce our commitment to these relationships, and reflect and promote Tessera’s responsible business practices and corporate citizenship. Copies of our Corporate Governance Policies and the charters adopted by the Board of Directors for each of its committees are available in this section of our website.

 

Our Commitment

Tessera Holding Corporation is an organization with strong ethical values. Our Code of Business Conduct and Ethics contains general guidelines for conducting business with the highest standards of integrity. We believe that ethics matter.

Tessera Holding Corporation, including its Invensas, FotoNation and DTS subsidiaries, are committed to an environment where open, honest communications are the expectation, not the exception. To further this goal, the Board of Directors has adopted a Whistleblower Policy, and implemented a new Ethics GuideLine and web portal for reporting concerns. You can find the portal at www.tessera.ethicspoint.com, along with useful information on how to use the system and how to report concerns in both English and non-English languages, even anonymously should you prefer, via a secure web link and phone numbers.

The portal is managed by EthicsPoint, a leading independent provider of hotlines. At the portal you will find the new Ethics GuideLine phone number for the USA, which is +1-855-477-4506, and information on how to access local EthicsPoint phone numbers in company locations around the world, as well as how to submit a report via EthicsPoint’s secure web link. EthicsPoint operates its services 24/7 in all our company’s languages. Alternatively, you may make a report directly by sending an email to compliance@tessera.com.

Reports made via the Ethics GuideLine are entered into the EthicsPoint secure server, which prevents any potential breach in security. EthicsPoint makes the reports available only to specific individuals within the company. The initial designated recipients of EthicsPoint reports are the Chair of Tessera’s Audit Committee, Chief Compliance Officer, and the General Counsel, unless one of them is the subject of the report.

The dissemination of all reports is limited to the extent practicable to employees and third parties who have a need to know, or who are involved in any investigation or resolution of the subject matter of the report. If the person making the report wishes to remain anonymous, the company will not actively try to discover the person’s identity.

All reports will be investigated promptly, regardless of how they are received. In addition, the company will not retaliate against anyone it is aware makes a report, provided the report was made in good faith. All records related to the reporting of concerns will be kept confidential in accordance with all applicable laws, including all applicable data protection laws, rules, and regulations. Access to reported information from individuals in the EU or concerning individuals in the EU will be limited to a small group of personnel who understand the applicable EU data protection concerns and obligations to maintain confidentiality.

Committee Charters
Title View
Audit Committee Charter
Compensation Committee Charter
Nominating Committee Charter
Governance Documents
Title View
Corporate Governance Guidelines
Code Of Business Conduct And Ethics Policy
Whistleblower Policy
Conflict Minerals Disclosure
Clawback Policy
Stock Ownership Guidelines
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