A “whistleblower” is a person who discloses information he or she reasonably believes evidences a potential violation of law, rules or policy, or evidences mismanagement, inaccurate reporting, or waste of funds, or theft, or evidences a danger to safety or security or relates to wrongdoing, dishonesty, illegality or unethical conduct.
Xperi Coporation which includes its direct and indirect subsidiaries and affiliates (together, “Xperi” or our “Company”), is committed to ethical behavior. Our Company strives to foster an environment where concerns can be raised and issues addressed without fear of retaliation. This Whistleblower Policy translates this attitude into process, reflects our adherence to the highest prevailing standards, and demonstrates our commitment to an open culture of compliance.
This Whistleblower Policy is applicable to our entire Company worldwide. All of us—employees, officers and directors—are subject to it. We are expected to become familiar with and comply with this Whistleblower Policy, both in letter and spirit. In addition, we at Xperi have a responsibility to participate in training, and to communicate the values underlying this Whistleblower Policy in our interactions with fellow Xperi people and third parties outside the Company.
While all of us at Xperi are expected to know and follow this Whistleblower Policy, some exceptions may exist. For example, if specific conduct is permitted under this Whistleblower Policy, but is prohibited by local law, you must comply with local law. The laws of certain countries may limit Xperi’s ability to protect your identity or keep reports you make confidential. If you are located in our European offices, please note carefully the specific provisions contained in this Whistleblower Policy applicable to you, as a result of data privacy and other laws in the European Union (“EU”) or the country in which you are working.
Xperi strongly encourages all of us, regardless of our location, to raise questions or concerns promptly. Doing so allows our Company to address them quickly and appropriately. This sentiment is echoed in our Code of Business Conduct and Ethics (“Code”) and Anti-Corruption Compliance Policy, as well as in other Company policies and procedures.
You may make a report either orally or in writing (and on an anonymous basis, if you prefer, and allowed by local law), as further detailed below. The Company will treat all reports seriously and will address them promptly and confidentially. Xperi strictly prohibits retaliation, harassment or discrimination of any kind against anyone we are aware makes a report provided that the report
is made in good faith. “Good faith” means you reasonably believed that your report was true,
regardless of the outcome of the investigation.
Anyone who engages in such retaliation—directly or indirectly—or encourages others to do so may be disciplined, up to and including discharge, to the extent permitted by applicable law.
A. Supervisors: Generally, your supervisor or the person you directly report to will be in the best position to quickly address a concern. In our organization we place a great deal
of confidence in our managers and expect them to be responsive to your concerns. They should be your first line of defense. However, we realize that this is not always possible
for a variety of reasons so we offer you other options to consider in the event you have a concern and wish to report it.
B. Departments: You can always continue to seek guidance from specific departments within your organization, depending on the type of concern you have. For example,
questions or concerns relating to employment matters may be addressed to your Human Resources department or with our Head of Human Resources. Similarly, questions or
concerns relating to trading in the Company’s stock and other securities may be addressed to the Company’s General Counsel. And questions about the Company’s audits or financial reporting may be addressed to the appropriate finance department people within your organization or to the Company’s Chief Financial Officer.
C. Chief Compliance Officer: In some cases, you may feel that the concern should be reported directly to the Company’s Chief Compliance Officer. You can do that by
sending an email to compliance@Xperi.com.
D. Audit Committee: In still other cases, you may feel the concern is more appropriately addressed to the Company’s Audit Committee. You may contact the Audit Committee
Chair by sending an email to auditcommittee@Xperi.com.
E. Ethics GuideLine: Still another way to report a concern is through EthicsPoint, a secure, independent third party service provider to the Company, which manages the
Company’s Ethics GuideLine. In this case there are two ways to make such a report, either by telephone or by internet-enabled computer.
i. Filing a Report by Telephone: The Ethics GuideLine can be accessed in the U.S. by calling 1-855-477-4506 or from a country other than the U.S. by following the instructions for filing a report www.Xperi.ethicspoint.com. When you reach the Xperi landing page, click on the link for the list of international access codes to find the toll-free telephone number for your location. EthicsPoint representatives are available to answer your call 24 hours a day, any day of the year, in various languages, including yours. They will guide you through a series of questions and file your report. You will be given a confidential report ID number. Call back or log on to the website after approximately three business days to answer any follow-up question regarding your report.
ii. Filing a Report on the Internet: To file a report on the Internet, access www.Xperi.ethicspoint.com then follow the instructions to file a report. Use of the Ethics GuideLine is purely voluntary. No one will be subject to disciplinary action due to a failure to use the Ethics GuideLine. Improper or abusive use of the Ethics GuideLine by any person may be subject to disciplinary action.
As a publicly traded U.S. company, Xperi is required to provide a mechanism for confidential and anonymous reports. Xperi maintains the Ethics GuideLine through EthicsPoint, a secure independent third-party service provider, for that purpose. Therefore, if you prefer, you may report concerns anonymously to the Ethics GuideLine. However, providing your name to the Ethics GuideLine will expedite the time it takes the Company to respond to your concern. It also allows the Company to contact you directly during an investigation, if necessary. In all cases, Xperi will treat the information you provide as confidential to the extent reasonably possible. Due to certain requirements of data protection laws in Europe and other locations, the Company may be obligated to inform the subject of a reported violation that the report was filed, and how he or she may exercise his or her right to access and correct the information regarding the allegation. However, in most jurisdictions this right to know or access information should not entitle the subject of the allegation to information identifying the person who reported the allegation. The Company will preserve anonymity to the extent law permits.
Reports made via the Ethics GuideLine are entered directly onto the EthicsPoint secure server, which prevents any potential breach in security. EthicsPoint makes the reports available only to specific individuals within our Company. The initial designated recipients of EthicsPoint reports are the Chair of Xperi’s Audit Committee, Chief Compliance Officer, and the General Counsel unless one of them is the subject of the report. Reports to the Ethics GuideLine regarding accounting, auditing, or other financial matters will be forwarded to all of the above people, as well as to the Chief Financial Officer. Reports on other subjects, or reports received outside of the Ethics GuideLine will be forwarded by the Chief Compliance Officer to the appropriate internal Company person who is responsible for ensuring that your concern is investigated and adequately addressed. 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 such report. If you wish to remain anonymous, the Company will not actively try to discover your identity. 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.
Xperi’s Chief Compliance Officer, or a designee will acknowledge receipt of all submissions that are not anonymous, either orally or in writing, unless the person submitting the report or concern indicates a specific preference as to how to receive the acknowledgment. Xperi's Chief Compliance Officer, or a designee will maintain a record of the Company’s response to each submission, including the date of an acknowledgment, if applicable, and any other actions taken. All reports will be investigated promptly, regardless of how they are received. As warranted, appropriate and permitted by applicable law, corrective actions may be taken by the Company and/or disciplinary action may be taken against the subject of the report. The specific actions taken by the Company will vary with the matter at hand and the results of its investigation. In any particular instance, the Company’s actions will depend on the nature and gravity of the subject matter of the report, employee conduct, or circumstances reported, as well as the quality of the information provided by the person making the report. All records related to reporting of concerns will be kept confidential in accordance with all applicable laws, including applicable data protection laws, rules, and regulations. The Company will also follow applicable provisions of its internal record retention policy or practices. In addition, Xperi may handle information in such manner as the Company or Xperi’s Audit Committee determines appropriate or as advised by legal counsel to the Company.
Xperi’s Audit Committee and Board of Directors are authorized to modify this Whistleblower Policy unilaterally at any time, without prior notice. It may be necessary to modify this Whistleblower Policy, among other reasons, to maintain compliance with U.S. local, state, and federal laws, rules and regulations and non U.S. laws, or to accommodate organizational changes within the Company or to change the secure, independent third party service provider of the Ethics GuideLine. Xperi will announce any material revisions to this Whistleblower Policy and will make copies of the then-current Whistleblower Policy available to all Xperi people. Further, a current version of this Whistleblower Policy will be made available on our website, at www.Xperi.com.