Corporate Governance

I. INTRODUCTION

OMNIVISION Technologies, Inc. (together with its subsidiaries, the “Company”) is committed to ethical business practices, and to full compliance with all applicable laws and regulations. This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. All Company employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with this and all other applicable policies and procedures, and ensure that all agents and contractors are aware of, understand and adhere to these standards.

Because the principles described in this Code of Business Conduct and Ethics are general in nature, you should also review all applicable Company policies and procedures for more specific instruction, and contact the Human Resources Department if you have any questions.

Nothing in this Code of Business Conduct and Ethics, in any Company policies and procedures, or in other related communications (verbal or written) creates or implies an employment contract or term of employment.

We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code of Business Conduct and Ethics is subject to modification. This Code of Business Conduct and Ethics supersedes all other such codes, policies, procedures, instructions, practices, rules or written or verbal representations to the extent they are inconsistent.

Please sign the acknowledgment form at the end of this Code of Business Conduct and Ethics and return the form to the Human Resources Department indicating that you have received, read, understand and agree to comply with the Code of Business Conduct and Ethics. The signed acknowledgment form will be placed in your personnel file.

II. COMPLIANCE IS EVERYONE’S BUSINESS

Ethical business conduct is critical to our business. As an employee, your responsibility is to respect and adhere to these practices. Many of these practices reflect legal or regulatory requirements. Violations of these laws and regulations can create significant liability for you, the Company, its directors, officers, and other employees.

Part of your job and ethical responsibility is to help enforce this Code of Business Conduct and Ethics. You should be alert to possible violations and report possible violations to the Human Resources Department. You must cooperate in any internal or external investigations of possible violations. Reprisal, threats, retribution or retaliation against any person who has in good faith reported a violation or a suspected violation of law, of this Code of Business Conduct and Ethics or of any other Company policy, or against any person who is assisting in any investigation or process with respect to such a violation, is prohibited.

Violations of law, this Code of Business Conduct and Ethics, or other Company policies or procedures should be reported to the Human Resources Department.

Violations of law, this Code of Business Conduct and Ethics or other Company policies or procedures by Company employees can lead to disciplinary action up to and including termination.

III. YOUR RESPONSIBILITIES TO THE COMPANY AND ITS STOCKHOLDERS

A. General Standards of Conduct
The Company expects all employees, agents and contractors to exercise good judgment to ensure the safety and welfare of employees, agents and contractors and to maintain a cooperative, efficient, positive, harmonious and productive work environment and business organization. These standards apply while working on our premises, at offsite locations where our business is being conducted, at Company-sponsored business and social events, or at any other place where you are a representative of the Company. Employees, agents or contractors who engage in misconduct or whose performance is unsatisfactory may be subject to corrective action, up to and including termination. You should review our employment handbook for more detailed information.

In trying to determine whether any given action is appropriate, use the following test. Imagine that the words you are using or the action you are taking is going to be fully disclosed in the media with all the details, including your photo. If you are uncomfortable with the idea of this information being made public, perhaps you should think again about your words or your course of action.

In all cases, if you are unsure about the appropriateness of an event or action, please seek assistance in interpreting the requirements of these practices by contacting the Human Resources Department.

B. Applicable Laws
All Company employees, agents and contractors must comply with all applicable laws, regulations, rules and regulatory orders. Company employees located outside of the United States must comply with laws, regulations, rules and regulatory orders of the United States, including the Foreign Corrupt Practices Act and the U.S. Export Control Act, in addition to applicable local laws. Each employee, agent and contractor must acquire appropriate knowledge of the requirements relating to his or her duties sufficient to enable him or her to recognize potential dangers and to know when to seek advice from the Human Resources Department or the appropriate executive officer on specific Company policies and procedures. Violations of laws, regulations, rules and orders may subject the employee, agent or contractor to individual criminal or civil liability, as well as to discipline by the Company. Such individual violations may also subject the Company to civil or criminal liability or the loss of business.

C. Conflicts of Interest
Each of us has a responsibility to the Company, our stockholders and each other. Although this duty does not prevent us from engaging in personal transactions and investments, it does demand that we avoid situations where a conflict of interest might occur or appear to occur. The Company is subject to scrutiny from many different individuals and organizations. We should always strive to avoid even the appearance of impropriety.

A conflict of interest exists where the interests or benefits of one person or entity conflict with the interests or benefits of the Company. Examples include:
(i) Employment/Outside Employment. In consideration of your employment with the Company, you are expected to devote your full attention to the business interests of the Company. You are prohibited from engaging in any activity that interferes with your performance or responsibilities to the Company or is otherwise in conflict with or prejudicial to the Company. Our policies prohibit any employee from accepting simultaneous employment with a Company supplier, customer, developer or competitor, or from taking part in any activity that enhances or supports a competitor’s position. Additionally, you must disclose to the Company any interest that you have that may conflict with the business of the Company. If you have any questions on this requirement, you should contact your supervisor or the Human Resources Department.

(ii) Outside Directorships. It is a conflict of interest to serve as a director of any company that competes with the Company. Although you may serve as a director of a Company supplier, customer, developer, or other business partner, our policy requires that you first obtain approval from the Company’s Chief Executive Officer before accepting a directorship. Any compensation you receive should be commensurate to your responsibilities. Such approval may be conditioned upon the completion of specified actions.

(iii) Business Interests. If you are considering investing in a Company customer, supplier, developer or competitor, you must first take great care to ensure that these investments do not compromise your responsibilities to the Company. Many factors should be considered in determining whether a conflict exists, including the size and nature of the investment; your ability to influence the Company’s decisions; your access to confidential information of the Company or of the other company; and the nature of the relationship between the Company and the other company.

(iv) Related Parties. As a general rule, you should avoid conducting Company business with a relative or significant other, or with a business in which a relative or significant other is associated in any significant role. Relatives include spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. Significant others include persons living in a spousal (including same sex) or familial fashion with an employee.

If such a related party transaction is unavoidable, you must fully disclose the nature of the related party transaction to the Company’s Chief Financial Officer. All related party transactions, including those involving the Company’s directors or executive officers, must be reviewed and approved in writing in advance by the Company’s Audit Committee. The Company must report all such material related party transactions under applicable accounting rules, Federal securities laws, SEC rules and regulations, and securities market rules. Any dealings with a related party must be conducted in such a way that no preferential treatment is given to the other party.

The Company discourages the employment of relatives and significant others in positions or assignments within the same department and prohibits the employment of such individuals in positions that have a financial dependence or influence (e.g., an auditing or control relationship, or a supervisor/subordinate relationship). The purpose of this policy is to prevent the organizational impairment and conflicts that are a likely outcome of the employment of relatives or significant others, especially in a supervisor/subordinate relationship. If a question arises about whether a relationship is covered by this policy, the Human Resources Department is responsible for determining whether an applicant’s or transferee’s acknowledged relationship is covered by this policy. The Human Resources Department shall advise all affected applicants and transferees of this policy. Willful withholding of information regarding a prohibited relationship/reporting arrangement may subject an employee to corrective action, up to and including termination. If a prohibited relationship exists or develops between two employees, the employee in the senior position must bring this to the attention of his/her supervisor. The Company retains the prerogative to separate the individuals at the earliest possible time, either by reassignment or by termination, if necessary.

(vi) Non-Recruitment. Given that employees are the Company’s most valuable assets, it is a violation of Company policy to use the Company’s confidential information to solicit, induce, or encourage any of the Company’s employees to leave their employment while you are employed and following the termination of your employment, unless permitted by local law.

(vii) Other Situations. Because other conflicts of interest may arise, it would be impractical to attempt to list all possible situations. If a proposed transaction or situation raises any questions or doubts in your mind you should consult the Human Resources Department.

D. Corporate Opportunities
Employees, officers and directors may not exploit for their own personal gain opportunities that are discovered through the use of corporate property, information or position unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board of Directors declines to pursue such opportunity.

E. Protecting the Company’s Confidential Information
The Company’s confidential information is a valuable asset. The Company’s confidential information includes product architectures; source codes; product plans and road maps; names and lists of customers, dealers, and employees; and financial information. This information is the property of the Company and may be protected by patent, trademark, copyright and trade secret laws. ALL CONFIDENTIAL INFORMATION MUST BE USED FOR COMPANY BUSINESS PURPOSES ONLY, AND MAY NOT BE DISCLOSED WITHOUT AUTHORIZATION. Every employee, agent and contractor must safeguard it. THIS RESPONSIBILITY PROHIBITS EMPLOYEES FROM UNAUTHORIZED DISCLOSURE OF THE COMPANY’S CONFIDENTIAL INFORMATION, SUCH AS INFORMATION REGARDING THE COMPANY’S PRODUCTS, STOCK, TECHNOLOGY, CUSTOMERS, OR BUSINESS, OVER THE INTERNET OR OTHERWISE. You are also responsible for properly labeling any and all documentation shared with or correspondence sent to the Company’s in-house or outside counsel as “Attorney-Client Privileged” as appropriate. This responsibility includes the safeguarding, securing and proper disposal of confidential information in accordance with the Company’s policy on Maintaining and Managing Records set forth in Section III.I of this Code of Business Conduct and Ethics. This obligation extends to confidential information of third parties, which the Company has rightfully received under Non-Disclosure Agreements. See the Company’s policy dealing with Handling Confidential Information of Others set forth in Section IV.D of this Code of Business Conduct and Ethics. Nothing in this policy is intended to interfere with, restrain, or prevent employee communications regarding wages, hours, or other terms and conditions of employment.

(i) Proprietary Information and Invention Agreement. When you joined the Company, you signed an agreement to protect and hold confidential the Company’s proprietary information. This agreement remains in effect for as long as you work for the Company and after you leave the Company. Under this agreement, you may not disclose the Company’s confidential information to anyone or use it to benefit anyone other than the Company without the prior consent of an authorized Company officer.

(ii) Disclosure of Company Confidential Information. As a general matter, employees must not share or discuss Company confidential information with anyone outside the Company (including former employees) without express authorization. To further the Company’s business, from time to time our confidential information may be disclosed to potential business partners. However, such disclosure should never be done without carefully considering its potential benefits and risks. If you determine in consultation with your manager and other appropriate Company management that disclosure of confidential information is necessary, you must then contact the Company’s Legal Department to ensure that an appropriate written nondisclosure agreement is signed prior to the disclosure. The Company has standard nondisclosure agreements suitable for most disclosures. You must not sign a third party’s nondisclosure agreement or accept changes to the Company’s standard nondisclosure agreements without review and approval by the Legal Department. In addition, all Company materials that contain Company confidential information, including presentations, must be reviewed and approved by the appropriate Company officers. Furthermore, any employee publication or publicly made statement that might be perceived or construed as attributable to the Company, made outside the scope of his or her employment with the Company, must be reviewed and approved in writing in advance by appropriate Company authorities (including the Legal Department) and must include the Company’s standard disclaimer that the publication or statement represents the views of the specific author and not of the Company.

(iii) Notice of Immunity For Confidential Disclosure Of A Trade Secret To An Attorney, The Government, Or In A Court Filing. US Federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, US federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret under either of the following conditions: (a) Where the disclosure is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. See 18 U.S.C. § 1833(b)(1)).

US Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order. See 18 U.S.C. § 1833(b)(2). Employees with questions concerning the coverage of this policy should contact Human Resources.

(iv) Requests by Regulatory Authorities. The Company and its employees, agents and contractors must cooperate with appropriate government inquiries and investigations. In this context, however, it is important to protect the legal rights of the Company with respect to its confidential information. All government requests for information, documents or investigative interviews must be referred to the Legal Department. No financial information may be disclosed without the prior approval of the Chief Financial Officer.

(v) Company Spokespeople. Specific policies have been established regarding who may communicate information to the press and the financial analyst community. All inquiries or calls from the press should be referred to the Marcom Manager and financial analysts should be referred to the Chief Financial Officer. If an employee receives any inquiries from any other person or entity concerning the Company’s business, the employee should not comment and should immediately notify his or her supervisor and the Legal Department. The Company has designated its Chief Executive Officer and Chief Financial Officer as official Company spokespeople for financial matters. These individuals are the only people who may communicate with the press on behalf of the Company. Please refer to the Company’s Investor Relations Policy for further information, and do not make any public statements or comments or publicly disclose any confidential information without express authorization from appropriate Company authorities.

(vi) Social Media. It is the strict policy of the Company that no employee, contractor or other party related to the Company may discuss confidential Company related information in internet forums, chat rooms, or social media sites. Examples of such forums include but are not limited to Yahoo! Finance, Silicon Investor, Facebook, Twitter, LinkedIn, WeChat and Motley Fool. This prohibition includes public recommendations or endorsements of current or former Company employees, as well as non-public recommendations or endorsements of current or former Company employees that disclose confidential Company information. Employees also must exercise good judgment in discussion even of non-confidential information, and must remain mindful that they are not authorized to speak on behalf of the Company, and must not purport to do so. Any post that is made by an employee, or information supplied by an employee for someone else to post, that improperly reveals confidential information pertaining to the Company or its business, or that purports to speak on behalf of the Company will be treated as a violation of Company policy and prosecuted accordingly. (This prohibition does not extend to identification of an employee’s own employment with OMNIVISION in his or her profile, or to any activities protected by Section 7 of the National Labor Relations Act).

F. Obligations Under Securities Laws – “Insider” Trading
Obligations under the U.S. securities laws apply to everyone. In the normal course of business, officers, directors, employees, agents, contractors and consultants of the Company may come into possession of significant, sensitive information, including confidential information concerning other companies that may be publicly traded. You may not profit from such nonpublic information in trading any securities, whether by buying or selling securities yourself, or passing on the information to others to enable them to profit or for them to profit on your behalf. The purpose of this policy is both to inform you of your legal responsibilities and to make clear to you that the misuse of sensitive information is contrary to Company policy and U.S. securities laws.

Insider trading is a crime, penalized by fines of up to $5,000,000 and 20 years in jail for individuals. In addition, the SEC may seek the imposition of a civil penalty of up to three times the profits made or losses avoided from the trading. Insider traders must also disgorge any profits made, and are often subjected to an injunction against future violations. Finally, insider traders may be subjected to civil liability in private lawsuits.

Employers and other controlling persons (including supervisory personnel) are also at risk under U.S. securities laws. Controlling persons may, among other things, face penalties of the greater of $5,000,000 or three times the profits made or losses avoided by the trader if they recklessly fail to take preventive steps to control insider trading.

Thus, it is important both to you and the Company that insider-trading violations not occur. You should be aware that stock market surveillance techniques are becoming increasingly sophisticated, and the chance that U.S. federal or other regulatory authorities will detect and prosecute even small-level trading is significant. Insider trading rules are strictly enforced, even in instances when the financial transactions seem small. Employees, agents and contractors of the Company who violate this Policy may also be subject to disciplinary action by the Company, which may include termination of employment or of business relationship. All questions regarding the Company’s Insider Trading Compliance Program should be directed to the Company’s Chief Financial Officer.

G. Use of Company’s Assets
(i) General. Protecting the Company’s assets is a key fiduciary responsibility of every employee, agent and contractor. Care should be taken to ensure that assets are not misappropriated, loaned to others, or sold or donated, without appropriate authorization. All Company employees, agents and contractors are responsible for the proper use of Company assets, and must safeguard such assets against loss, damage, misuse or theft. Employees, agents or contractors who violate any aspect of this policy or who demonstrate poor judgment in the manner in which they use any Company asset may be subject to disciplinary action, up to and including termination of employment or business relationship at the Company’s sole discretion. Company equipment and assets are to be used for Company business purposes only. Employees, agents and contractors may not use Company assets for personal use, nor may they allow any other person to use Company assets. Employees who have any questions regarding this policy should bring them to the attention of the Company’s Human Resources Department.

(ii) Physical Access Control. The Company has developed and will continue to develop procedures covering physical access control to ensure privacy of communications, maintenance of the security of Company communication equipment, and safeguard Company assets from theft, misuse and destruction. You are personally responsible for complying with the level of access control that has been implemented in the facility where you work on a permanent or temporary basis. You must not defeat or cause to be defeated the purpose for which the access control was implemented.

(iii) Company Funds. Every Company employee is personally responsible for all Company funds over which he or she exercises control. Company agents and contractors should not be allowed to exercise control over Company funds. Company funds must be used only for Company business purposes. Every Company employee, agent and contractor must take reasonable steps to ensure that the Company receives good value for Company funds spent, and must maintain accurate and timely records of each and every expenditure. Expense reports must be accurate and submitted in a timely manner. Company employees, agents and contractors must not use Company funds for any personal purpose.

(iv) Computers and Other Equipment. The Company strives to furnish employees with the equipment necessary to efficiently and effectively do their jobs. You must care for that equipment and to use it responsibly only for Company business purposes. If you use Company equipment at your home or off site, take precautions to protect it from theft or damage, just as if it were your own. If the Company no longer employs you, you must immediately return all Company equipment. While computers and other electronic devices are made accessible to employees to assist them to perform their jobs and to promote Company’s interests, all such computers and electronic devices, whether used entirely or partially on the Company’s premises or with the aid of the Company’s equipment or resources, must remain fully accessible to the Company and, to the maximum extent permitted by law, will remain the sole and exclusive property of the Company. Company data should be stored only on Company-provided systems. Employees may access this information only via the network or VPN, or (provided that an employee first obtains approval from his or her VP,) on wireless devices approved for use by the Company. Personal computers or data storage devices may not otherwise be used for Company purposes or for storage of Company-related information, and copying or transmitting Company files to personal email accounts (such as Yahoo! Mail, Gmail, Hotmail, etc) or to other non-Company systems is prohibited; email to such addresses requires VP approval following review of the proposed transmission.

Employees, agents and contractors should not maintain any expectation of privacy with respect to information transmitted over, received by, or stored in any electronic communications device owned, leased, or operated in whole or in part by or on behalf of the Company. To the extent permitted by applicable law, the Company retains the right to gain access to any information received by, transmitted by, or stored in any such electronic communications device, by and through its employees, agents, contractors, or representatives, at any time, either with or without an employee’s or third party’s knowledge, consent or approval.

(v) Software. All software used by employees to conduct Company business must be appropriately licensed. Never make or use illegal or unauthorized copies of any software, whether in the office, at home, or on the road, since doing so may constitute copyright infringement and may expose you and the Company to potential civil and criminal liability. In addition, use of illegal or unauthorized copies of software may subject the employee to disciplinary action, up to and including termination. The Company’s IT Department will inspect Company computers periodically to verify that only approved and licensed software has been installed. Any non-licensed/supported software will be removed.

(vi) Electronic Usage. The Company provides a number of electronic resources for employee use, and has an Electronic Communications Resources Use And Privacy Policy in place to govern such usage. The purpose of this policy is to make certain that employees utilize electronic communication devices in a legal, ethical, and appropriate manner. This policy addresses the Company’s responsibilities and concerns regarding the fair and proper use of all electronic communications devices within the organization, including computers, e-mail, connections to the Internet, intranet and extranet and any other public or private networks, voice mail, video conferencing, facsimiles, and telephones. Posting or discussing information concerning the Company’s products or business on the Internet without the prior written consent of the Company’s Chief Financial Officer or Legal Department is prohibited. Any other form of electronic communication used by employees currently or in the future is also intended to be encompassed under this policy. It is not possible to identify every standard and rule applicable to the use of electronic communications devices. Employees are therefore encouraged to use sound judgment whenever using any feature of our communications systems. The complete set of policies relating to electronic usage of the Company’s assets is available through the Human Resources Department or the Chief Financial Officer. You are expected to review, understand and follow such policies and procedures.

H. Maintaining and Managing Records
The purpose of this policy is to set forth and convey the Company’s business and legal requirements in managing records, including all recorded information regardless of medium or characteristics. Records include paper documents, CDs, computer hard disks, email, floppy disks, microfiche, microfilm or all other media. The Company is required by local, state, federal, foreign and other applicable laws, rules and regulations to retain certain records and to follow specific guidelines in managing its records. Civil and criminal penalties for failure to comply with such guidelines can be severe for employees, agents, contractors and the Company, and failure to comply with such guidelines may subject the employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship at the Company’s sole discretion.

I. Records on Legal Hold
A legal hold suspends all document destruction procedures in order to preserve appropriate records under special circumstances, such as litigation or government investigations. Company counsel determines and identifies what types of Company records or documents are required to be placed under a legal hold. Every Company employee, agent and contractor must comply with this policy. Failure to comply with this policy may subject the employee, agent or contractor to disciplinary action, up to and including termination of employment or business relationship at the Company’s sole discretion.

The Company’s Legal Department will notify you if a legal hold is placed on records for which you are responsible. You then must preserve and protect the necessary records in accordance with instructions from the Legal Department. RECORDS OR SUPPORTING DOCUMENTS THAT HAVE BEEN PLACED UNDER A LEGAL HOLD MUST NOT BE DESTROYED, ALTERED OR MODIFIED UNDER ANY CIRCUMSTANCES. A legal hold remains effective until it is officially released in writing by the Legal Department. If you are unsure whether a document has been placed under a legal hold, you should preserve and protect that document while you check with the Legal Department.

If you have any questions about this policy you should contact the Legal Department.

J. Payment Practices
(i) Accounting Practices. The Company’s responsibilities to its stockholders and the investing public require that all transactions be fully and accurately recorded in the Company’s books and records in compliance with all applicable laws. False or misleading entries, unrecorded funds or assets, or payments without appropriate supporting documentation and approval are strictly prohibited and violate Company policy and the law. Additionally, all documentation supporting a transaction should fully and accurately describe the nature of the transaction and be processed in a timely fashion.

(ii) Political Contributions. The Company reserves the right to communicate its position on important issues to elected representatives and other government officials. It is the Company’s policy to comply fully with all local, state, federal, foreign and other applicable laws, rules and regulations regarding political contributions. The Company’s funds or assets must not be used for, or be contributed to, political campaigns or political practices under any circumstances without the prior written approval of the Company’s Chief Financial Officer and, if required, the Board of Directors.

(iii) Prohibition of Inducements. Under no circumstances may employees, agents or contractors offer to pay, make payment, promise to pay, or issue authorization to pay any money, gift, or anything of value to customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to improperly influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy. Questions regarding whether a particular payment or gift violates this policy should be directed to the Chief Financial Officer.

K. Foreign Corrupt Practices Act And Similar Laws
The Company’s requirement that all of its employees, agents, and contractors comply with all applicable laws and regulations is particularly important with respect to the Foreign Corrupt Practices Act (FCPA) and similar laws. The Company requires full compliance with the Foreign Corrupt Practices Act (FCPA) and any similar laws by all of its employees, agents, and contractors.

The anti-bribery and corrupt payment provisions of the FCPA make illegal any corrupt offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value to any foreign official, or any foreign political party, candidate or official, for the purpose of influencing any act or failure to act in the official capacity of that foreign official or party, or inducing the foreign official or party to use influence to affect a decision of a foreign government or agency in order to obtain or retain business for anyone or direct business to anyone. Laws in other jurisdictions, such as the Bribery Act 2010 of the United Kingdom, contain similar restrictions.

All Company employees, agents and contractors whether located in the United States or abroad, are responsible for FCPA compliance and the procedures to ensure FCPA compliance. All managers and supervisory personnel are expected to monitor continued compliance with the FCPA to ensure compliance with the highest moral, ethical and professional standards of the Company. FCPA compliance includes the Company’s policy on Maintaining and Managing Records in Section III.I of this Code of Business Conduct and Ethics. Company employees, agents, and contractors are similarly responsible for compliance with all other applicable laws and regulations, including those similar to the FCPA. Any questions concerning the FCPA or any other similar laws, as well as any questions concerning potential transactions or other circumstances that employees believe may implicate such laws, should be directed to the Legal Department.

Laws in most countries outside of the United States also prohibit or restrict government officials or employees of government agencies from receiving payments, entertainment, or gifts for the purpose of winning or keeping business. No contract or agreement may be made with any business in which a government official or employee holds a significant interest without the prior approval of the Legal Department.

L. Export Controls
A number of countries maintain controls on the destinations to which products or software may be exported. Some of the strictest export controls are maintained by the United States against countries that the U.S. government considers unfriendly or as supporting international terrorism. The U.S. regulations are complex and apply both to exports from the United States and to exports of products from other countries when those products contain U.S.-origin components or technology. Software created in the United States is subject to these regulations even if duplicated and packaged abroad. In some circumstances, an oral presentation containing technical data made to foreign nationals in the United States may constitute a controlled export. The Legal Department can provide you with guidance on which countries are prohibited destinations for Company products or whether a proposed technical presentation to foreign nationals may require a U.S. Government license.

IV. RESPONSIBILITIES TO OUR CUSTOMERS AND OUR SUPPLIERS

A. Customer Relationships
If your job puts you in contact with any Company customers or potential customers, it is critical for you to remember that you represent the Company to the people with whom you are dealing. Act in a manner that creates value for our customers and helps to build a relationship based upon trust. The Company and its employees have provided products and services for many years and have built up significant goodwill over that time. This goodwill is one of our most important assets, and the Company employees, agents and contractors must act to preserve and enhance our reputation.

B. Payments or Gifts from Others
Under no circumstances may employees, agents or contractors accept any offer, payment, promise to pay, or authorization to pay any money, gift, or anything of value from customers, vendors, consultants, etc. that is perceived as intended, directly or indirectly, to influence any business decision, any act or failure to act, any commitment of fraud, or opportunity for the commission of any fraud. Inexpensive gifts, infrequent business meals, celebratory events and entertainment, provided that they are not excessive or create an appearance of impropriety, do not violate this policy. Questions regarding whether a particular payment or gift violates this policy are to be directed to the Chief Financial Officer.

Gifts given by the Company to suppliers or customers or received from suppliers or customers should always be appropriate to the circumstances and should never be of a kind that could create an appearance of impropriety. The nature and cost must always be accurately recorded in the Company’s books and records.

C. Publications of Others
The Company subscribes to many publications that help employees do their jobs better. These include newsletters, reference works, online reference services, magazines, books, and other digital and printed works. Copyright law generally protects these works, and their unauthorized copying and distribution constitute copyright infringement. You must first obtain the consent of the publisher of a publication before copying publications or significant parts of them. When in doubt about whether you may copy a publication, consult the Legal Department.

D. Handling the Confidential Information of Others
The Company has many kinds of business relationships with many companies and individuals. Sometimes, they will volunteer confidential information about their products or business plans to induce the Company to enter into a business relationship. At other times, we may request that a third party provide confidential information to permit the Company to evaluate a potential business relationship with that party. Whatever the situation, we must take special care to handle the confidential information of others responsibly. We handle such confidential information in accordance with our agreements with such third parties. Please see also the Company’s policy on Maintaining and Managing Records in Section III.I of this Code of Business Conduct and Ethics.

(i) Appropriate Nondisclosure Agreements. Confidential information may take many forms. An oral presentation about a company’s product development plans may contain protected trade secrets. A customer list or employee list may be a protected trade secret. A demo of an alpha version of a company’s new software may contain information protected by trade secret and copyright laws.

You should never accept information offered by a third party that is represented as confidential, or which appears from the context or circumstances to be confidential, unless an appropriate nondisclosure agreement has been signed with the party offering the information. THE LEGAL DEPARTMENT CAN PROVIDE NONDISCLOSURE AGREEMENTS TO FIT ANY PARTICULAR SITUATION, AND WILL COORDINATE APPROPRIATE EXECUTION OF SUCH AGREEMENTS ON BEHALF OF THE COMPANY. Even after a nondisclosure agreement is in place, you should accept only the information necessary to accomplish the purpose of receiving it, such as a decision on whether to proceed to negotiate a deal. If more detailed or extensive confidential information is offered and it is not necessary for your immediate purposes, it should be refused.

(ii) Need-to-Know. Once a third party’s confidential information has been disclosed to the Company, we have an obligation to abide by the terms of the relevant nondisclosure agreement and limit its use to the specific purpose for which it was disclosed and to disseminate it only to other Company employees with a need to know the information. Every employee, agent and contractor involved in a potential business relationship with a third party must understand and strictly observe the restrictions on the use and handling of confidential information.

(iii) Notes and Reports. When reviewing the confidential information of a third party under a nondisclosure agreement, it is natural to take notes or prepare reports summarizing the results of the review and, based partly on those notes or reports, to draw conclusions about the suitability of a business relationship. Notes or reports, however, can include confidential information disclosed by the other party and so generally should be retained only long enough to complete the evaluation of the potential business relationship, subject to the Company’s Document Retention Policy. They should be treated just as any other disclosure of confidential information is treated: marked as confidential and distributed only to those Company employees with a need to know.

(iv) Competitive Information. You should never attempt to obtain a competitor’s confidential information by improper means, and you should especially never contact a competitor regarding their confidential information. The Company will not utilize any information obtained by improper means, and reserves the right to take action against any employee who obtains, discloses, or otherwise utilizes such information while employed by the Company. While the Company may, and does, employ former employees of competitors, we recognize and respect the obligations of those employees not to use or disclose the confidential information of their former employers, and require that each of our employees honor such obligations in full.

E. Selecting Suppliers
The Company’s suppliers make significant contributions to our success. To create an environment where our suppliers have an incentive to work with the Company, they must be confident that they will be treated lawfully and in an ethical manner. The Company’s policy is to purchase supplies based on need, quality, service, price and terms and conditions. The Company’s policy is to select significant suppliers or enter into significant supplier agreements though a competitive bid process where possible. Under no circumstances should any Company employee, agent or contractor attempt to coerce suppliers in any way. The confidential information of a supplier is entitled to the same protection as that of any other third party and must not be received before an appropriate nondisclosure agreement has been signed. A supplier’s performance should never be discussed with anyone outside the Company. A supplier to the Company is generally free to sell its products or services to any other party, including competitors of the Company. In some cases where the products or services have been designed, fabricated, or developed to the Company’s specifications the agreement between the parties may contain restrictions on sales.

F. Government Relations
It is the Company’s policy to comply fully with all applicable laws and regulations governing contact and dealings with government employees and public officials, and to adhere to high ethical, moral and legal standards of business conduct. This policy includes strict compliance with all local, state, federal, foreign and other applicable laws, rules and regulations. If you have any questions concerning government relations you should contact the Legal Department.

G. Lobbying
Employees, agents or contractors whose work requires lobbying communication with any member or employee of a legislative body or with any government official or employee in the formulation of legislation must have prior written approval of such activity from the Company’s Chief Financial Officer. Activity covered by this policy includes meetings with legislators or members of their staffs or with senior executive branch officials. Preparation, research, and other background activities that are done in support of lobbying communication are also covered by this policy even if the communication ultimately is not made.

H. Government Contracts
It is the Company’s policy to comply fully with all applicable laws and regulations that apply to government contracting. It is also necessary to strictly adhere to all terms and conditions of any contract with local, state, federal, foreign or other applicable governments. The Legal Department must review and approve all contracts with any government entity.

I. Free and Fair Competition
Most countries have well-developed bodies of law designed to encourage and protect free and fair competition. The Company is committed to obeying both the letter and spirit of these laws.

These laws often regulate the Company’s relationships with its distributors, resellers, sales representatives, and customers. Competition laws generally address the following areas: pricing practices (including price discrimination), discounting, terms of sale, credit terms, promotional allowances, secret rebates, exclusive dealerships or distributorships, product bundling, restrictions on carrying competing products, termination, and many other practices.

Competition laws also govern, usually quite strictly, relationships between the Company and its competitors. As a general rule, contacts with competitors should be limited and should always avoid subjects such as prices or other terms and conditions of sale, customers, and suppliers. Employees, agents or contractors of the Company may not knowingly make false or misleading statements regarding its competitors or the products of its competitors, customers or suppliers. Participating with competitors in a trade association or in a standards creation body is acceptable when the association has been properly established, has a legitimate purpose, and has limited its activities to that purpose.

No employee, agent or contractor shall at any time or under any circumstances enter into an agreement or understanding, written or oral, express or implied, with any competitor concerning prices, discounts, other terms or conditions of sale, profits or profit margins, costs, allocation of product or geographic markets, allocation of customers, limitations on production, boycotts of customers or suppliers, or bids or the intent to bid or even discuss or exchange information on these subjects. In some cases, legitimate joint ventures with competitors may permit exceptions to these rules as may bona fide purchases from or sales to competitors on non-competitive products, but the Legal Department must review all such proposed ventures in advance. These prohibitions are absolute and strict observance is required. Collusion among competitors is illegal, and the consequences of a violation are severe.

Although the spirit of these laws, known as “antitrust,” “competition,” or “consumer protection” or unfair competition laws, is straightforward, their application to particular situations can be quite complex. To ensure that the Company complies fully with these laws, each of us should have a basic knowledge of them and should involve our Legal Department early on when questionable situations arise.

J. Industrial Espionage
It is the Company’s policy to lawfully compete in the marketplace. This commitment to fairness includes respecting the rights of our competitors and abiding by all applicable laws in the course of competing. The purpose of this policy is to maintain the Company’s reputation as a lawful competitor and to help ensure the integrity of the competitive marketplace. The Company expects its competitors to respect our rights to compete lawfully in the marketplace, and we must respect their rights equally. Company employees, agents and contractors may not steal or unlawfully use the information, material, products, intellectual property, or proprietary or confidential information of anyone including suppliers, customers, business partners or competitors.

V. WAIVERS

Any waiver of any provision of this Code of Business Conduct and Ethics for a member of the Company’s Board of Directors or an executive officer must be approved in writing by the Company’s Board of Directors and promptly disclosed. Any waiver of any provision of this Code of Business Conduct and Ethics with respect to any other employee, agent or contractor must be approved in writing by the Legal Department.

VI. DISCIPLINARY ACTIONS

The matters covered in this Code of Business Conduct and Ethics are of the utmost importance to the Company, its stockholders and its business partners, and are essential to the Company’s ability to conduct its business in accordance with its stated values. We expect all of our employees, agents, contractors and consultants to adhere to these rules in carrying out their duties for the Company.

The Company will take appropriate action against any employee, agent, contractor or consultant whose actions are found to violate these policies or any other policies of the Company. Disciplinary actions may include immediate termination of employment or business relationship at the Company’s sole discretion. Where the Company has suffered a loss, it may pursue its remedies against the individuals or entities responsible. Where laws have been violated, the Company will cooperate fully with the appropriate authorities. You should review the Company’s policies and procedures at its Human Resources Department for more detailed information.

VII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF BUSINESS CONDUCT AND ETHICS

I have received and read the Company’s Code of Business Conduct and Ethics. I understand the standards and policies contained in the Company Code of Business Conduct and Ethics and understand that there may be additional policies or laws specific to my job. I further agree to comply with the Company’s Code of Business Conduct and Ethics.

If I have questions concerning the meaning or application of the Company’s Code of Business Conduct and Ethics, any Company policies, or the legal and regulatory requirements applicable to my job, I know I can consult my manager or the Human Resources Department, knowing that my questions or reports to these sources will be maintained in confidence.

________________________________________________________________________
Employee Name

________________________________________________________________________
Signature

________________________________________________________________________
Date

Please sign and return this form to the Human Resources Department.

 

I. INTRODUCTION AND PURPOSE

This Code of Ethics for Principal Executive and Senior Financial Officers, or the Code, helps maintain the Company’s standards of business conduct and ensures compliance with legal requirements.

The purpose of the Code is to deter wrongdoing and promote ethical conduct. The matters covered in this Code are of the utmost importance to the Company, our stockholders and our business partners, and are essential to our ability to conduct our business in accordance with our stated values.

Nothing in this Code, in any company policies and procedures, or in other related communications (verbal or written) creates or implies an employment contract or term of employment.

II. APPLICATION

The Code is applicable to the following persons, referred to as the Officers:

• Our principal executive officer,
• Our principal financial officer,
• Our principal accounting officer or controller, and
• Persons performing similar functions and responsibilities, who shall be identified by the Audit Committee from time to time for the purpose of ensuring that this Code is applicable to all appropriate personnel.

III. CODE OF ETHICS

It is the policy of the Company that each Officer:

• Act honestly and ethically.
• Avoid and ethically address actual or apparent conflicts of interest between personal and professional relationships, including disclosure of any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Company’s Audit Committee.
• Provide full, fair, accurate, timely, and understandable disclosure in the Company’s communications, including any documents that the Company files with, or submits to, any regulatory authorities.
• Comply with applicable governmental laws, rules and regulations.
• Report promptly any conduct that the Officer believes to be a violation of the Code to the Company’s Audit Committee. It is against the Company’s policy to retaliate in any way against an Officer for good faith reporting of violations of this Code.

IV. ACCOUNTABILITY

Actual violations of this Code, including failures to report potential violations by others, can lead to disciplinary action at the Company’s discretion, up to and including termination.

V. WAIVER AND AMENDMENT

We are committed to continuously reviewing and updating our policies and procedures. Therefore, this Code is subject to modification. Any amendment or waiver of any provision of this Code must be approved in writing by the Company’s Board of Directors and promptly disclosed pursuant to applicable laws and regulations.

Introductory Note: the Board of Directors of OMNIVISION Technologies, Inc. has developed corporate governance practices over time to help it fulfill its responsibilities to oversee the actions of management and the performance of the Company. The governance practices are set forth in these guidelines to confirm that the Board will have the requisite authority and processes in place to (i) approve the Company’s business strategy as developed by management, (ii) continually evaluate the Company’s business results, and (iii) assure that the interests and actions of directors and management are aligned with those of OMNIVISION’s stockholders.

Role of the Board of Directors
The Board of Directors is the ultimate decision-making body of OMNIVISION Technologies, Inc., except with respect to those matters reserved to the stockholders. The Board selects the Chief Executive Officer and consults with the CEO with respect to the rest of the senior management leadership. The Board acts as an advisor and counselor to senior management and oversees its performance.

To satisfy its responsibilities, directors provide oversight in the formulation of the long term strategic, financial and organizational goals of the Company and of the plans designed to achieve those goals. In addition, the Board reviews and approves standards and policies to ensure that the Company is committed to achieving its objectives through the maintenance of the highest standards of responsible conduct and ethics and to assure that management carries out their day-to-day operational duties in a competent and ethical manner.

The day-to-day business of the Company is carried out by its employees, managers and officers, under the direction of the CEO and the oversight of the Board, to enhance the long term value of the Company for the benefit of stockholders.

The directors have full access to management and other employees, as well as to the Company’s records and documents. The Board may also seek legal or other expert advice from a source independent of management. The Board has the authority to hire outside advisors at the Company’s expense if they feel it is appropriate.

Composition of the Board
Qualification. The Corporate Governance and Nominating Committee assesses the credentials and qualities of prospective directors, and reviews the performance of continuing directors in nominating them for election by stockholders. In performing these duties, the Committee will take into consideration such factors as judgment, skill, diversity, knowledge of the semiconductor industry, experience with businesses and other organizations of comparable size, understanding of fiduciary and governance responsibilities in publicly held companies, actual or potential conflicts of interest, number of Board positions held with other companies, particular needs of the Board or its Committees to optimize their effectiveness, and such other factors as the Committee deems appropriate.

Selection. The Corporate Governance and Nominating Committee considers candidates for Board and Committee membership. Potential director candidates for consideration may be identified through the Committee’s own initiatives or offered by management, by other directors on the Board, or by the Company’s stockholders. Final approval of candidates to fill vacancies or for election by the stockholders is determined by the full Board.

Compensation. OMNIVISION employees serving as directors do not receive additional compensation for their services as directors. The compensation for non-employee directors is intended to be competitive with that of other public companies of comparable size. The Compensation Committee reviews the compensation of directors and reports its recommendations to the Board as appropriate. Any change in Board cash compensation should be approved by the full Board.

Orientation and Continuing Education. Meetings of the Board shall be designed to provide orientation for new directors to assist them in understanding the Company’s business as well as an introduction to the Company’s senior management. The Company also will encourage and support the activities of its directors in attending corporate governance and other professional development and training programs designed for Board members of similarly situated companies.

Board Leadership
Chairman. The Chairman of the Board is selected by the Board. The Board does not have a policy on whether or not the roles of the Chairman and the Chief Executive Officer should be separate. The Board believes it should be free to determine what is best for the Company at a given point in time.

Functioning of the Board
Meetings. The Board shall have meetings as it deems appropriate for review and discussion of leadership continuity, management development, management reports on the performance of the Company, its plans and prospects, as well as more immediate issues facing the company. Directors are expected to attend Board and Committee meetings and to spend the time needed to prepare for a meeting. The Chairman or CEO will establish the agenda for each Board meeting, with the understanding that certain items pertinent to the advisory and monitoring functions of the Board will be brought to it periodically for review and/or decision. Any member of the Board may request that an item be included on the agenda. At a Board meeting any member of the Board may raise a subject that is not on the agenda for that meeting. To the extent possible, materials related to agenda items are to be provided to the Board members sufficiently in advance of the meeting as necessary to allow the members to prepare for discussion of the items at the meeting.

Board Evaluation. The Corporate Governance and Nominating Committee is responsible for coordinating evaluations by the directors of the Board’s performance and for establishing evaluation criteria and conducting the evaluations. Each evaluation should focus on areas in which the Board believes contributions can be made going forward to increase the effectiveness of the Board. As part of this process directors will conduct an evaluation to review the progress and effectiveness of the Board and its committees, and will submit comments to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee will then report back to the Board, and the full Board will consider and discuss the committee’s report.

CEO Evaluation. The Board will review the performance of the CEO as appropriate and report its findings to the Compensation Committee. The Compensation Committee will establish the long-term and short-term compensation and performance goals for the CEO, unless otherwise determined by a majority of the independent directors.

Management Succession. The Board will plan for the succession of the CEO as well as other senior management positions. Succession planning can be critical in the event the CEO or other key executives should cease to serve for any reason, including resignation or unexpected disability. In addition, however, the Board believes that establishment of a strong management team is the best way to prepare for an unanticipated executive departure.

Access to Management; Independent Advisors. Directors have unrestricted access to members of management and employees of the Company. The Board welcomes regular attendance at Board and Committee meetings of executive officers and other members of OMNIVISION management. The Board and/or the Committees of the Board also have the ability to hire, at OMNIVISION’s expense, independent advisors when it is deemed necessary or advisable to do so. The directors rely on the advice, reports and opinions of management, counsel and expert advisers.

Executive Sessions and Meetings with Outside Auditors. Executive sessions, or meetings of outside directors without management present, are held as part of each regularly scheduled Board meeting and at such other times as requested by an outside director. It is understood that Company personnel and others attending Board meetings may be asked to leave the meeting in order for the Board to meet in executive session. In addition, the Audit Committee of the Board should meet periodically with the Company’s outside auditors without management present at such times as it deems appropriate.

Communications with Constituencies. Communications about OMNIVISION with the press, media and other constituencies (e.g., stockholders, customers, communities, suppliers, creditors, regulators and corporate partners) should be made by individuals designated by the Company. Individual Board members may from time to time, at the request of the CEO, meet or otherwise communicate with various constituencies of the Company.

To ensure that the interests of the Company’s stockholders can be made known directly to the Board, the Board has established procedures to enable stockholders to communicate with the non-employee directors designated.

Committees of the Board
Committee Structure. All major decisions are considered by the full Board. The committee structure of the Board is limited to those committees considered by the Board to be basic to or required for the operation of a publicly owned company. Currently those committees are the Audit Committee, the Corporate Governance and Nominating Committee and the Compensation Committee. Each committee has its own charter setting forth the purposes of the committee as well as qualifications for committee membership. Annually, the chair of each committee should review the existing committee charter and determine, in consultation with the rest of the committee, whether any amendments are required.

Functioning of the Committees. The chair of each Committee determines the frequency and length of the Committee meetings and develops the agenda for each meeting consistent with each Committee’s respective charter. The chair of each Committee should feel free to call additional committee meetings at times other than the scheduled meetings of the full Board. Materials related to agenda items are to be provided to the Committee members sufficiently in advance of the meeting where necessary to allow the members to prepare for discussion of the items at the meeting.

Assignment and Rotation of Committee Members. Committees should be appointed (or reappointed), and chairs of each committee designated, by the full Board, upon recommendation by the Corporate Governance and Nominating Committee, in consultation with the Chairman and CEO. While composition of the committees of the Board should be looked at as appropriate in making certain that these committees are not stagnant or without fair representation, it is the Board’s belief that continuity of experience in the specific functions of these committees provides a significant benefit to the stockholders and to management.

Code of Conduct, Conflicts of Interests, Related Party Transactions and Complaints Process
The Corporate Governance and Nominating Committee shall review and approve the Company’s code of business ethics and conduct which is applicable to directors, officers and employees; consider questions of possible conflicts of interest of Board members and corporate officers; review actual and potential conflicts of interest (including corporate opportunities) of Board members and corporate officers; and approve or prohibit any involvement of such persons in matters that may involve a conflict of interest or corporate opportunity. Directors may be asked from time to time to leave a Board meeting when the Board is considering a transaction in which the director (or another organization in which the director is a director or officer) has a financial or other interest.

The Audit Committee shall review and approve in advance any proposed related party transactions in compliance with all applicable laws, regulations, and rules and must present material related party transactions to the full Board for approval; review and approve the financial code of ethics for its senior financial officers; monitor compliance with the Company’s financial code of ethics; and review and approve the Company’s procedures for handling complaints regarding accounting or auditing matters.

Amendment
The Corporate Governance Guidelines are subject to modification from time to time by the Board. The Corporate Governance and Nominating Committee and the Board should review these guidelines as appropriate.

OMNIVISION unequivocally stands against human trafficking and slavery. OMNIVISION conducts its own verifications and pre-set audits of its supply chain partners to evaluate compliance with anti-slavery and anti-human trafficking requirements and to assess risks (these measures are conducted directly by OMNIVISION rather than by third parties). OMNIVISION also requests certifications from its direct suppliers concerning their compliance with such requirements and that the materials which they use in their own products are similarly in compliance with applicable laws and regulations. OMNIVISION further conducts its own corporate governance and compliance training (although such training does not extend specifically to anti-slavery and trafficking measures within the supply chain) and requires its own employees and contractors to comply with measures related to the prohibition of slavery and human trafficking.

OMNIVISION Technologies, Inc. (OVT) strictly adheres to all labor and human rights laws, including those related to slavery, child labor, human trafficking, bribery, discrimination, harassment and pay equity, and requires that our third party partners do as well.

Human Rights
OVT respects human rights, seeks to avoid the infringement on the human rights of others, and is committed to addressing adverse human rights impacts where the company is directly involved. In order to meet this responsibility, OVT has policies, procedures and processes appropriate to its size and circumstances that help it fulfill its responsibility to respect human rights. We are committed to the remediation of any adverse human rights impacts caused by OVT.

We believe in maximizing the individual contributions of our employees. We believe that the similarities, the differences and the power of our people allow us to sustain competitive advantages that lead to extraordinary business results. OVT’s commitment to embracing and exemplifying inclusiveness extends throughout our business. And we are committed to those beliefs because a truly inclusive work environment – one with a richness of backgrounds and perspectives – leads to a better, more rewarding place to work.

Issues Related to Human Rights Violation
In the event OVT determines that a human rights violation may have occurred, OVT would take swift and appropriate action to investigate, then address the issue, as previously discussed.

Employee Engagement with Community Partners
OVT provides dedicated time for employees to volunteer in the communities where they live and work. Partnering organizations include local and national non-profit organizations, local schools, environmental non-governmental organizations, and local health care organizations. OVT supports community volunteer activity through our OAK (OMNIVISION Acts of Kindness) program. We named the program OAK after the tree, symbolic of strength, morale, resistance and knowledge; it is often associated with honor, nobility, and wisdom.

Child and Forced Labor
OVT has significant headcount and operations in the United States, China, Singapore, Japan, Taiwan, EU, and other global locations with regional headquarters, sales offices, employing professional employees at these locations. The company prohibits all forms of child labor as prohibited by the Unites States Department of Labor, Fair Labor Standards Act (FLSA) and International Labour Organization (ILO), conventions C138 and C182. OVT prohibits all forms of forced labor or exploitative working conditions as prohibited by the United States Department of Labor, Fair Labor Standards Act (FLSA) and International Labour Organization (ILO), conventions 29 and 105.

Labor Non-Compliance
OVT is committed to acting ethically in dealing with customers, employees, shareholders, partners, suppliers, competitors and the community and with respect to applicable laws. In the event of a non-compliance event, our Global Corporate Governance Program describes associated response actions, and if warranted, consequences. OVT, in accordance with local labor laws, does not tolerate managers, contractors, or outside consultants who are found to be in violation of multiple labor issues and such relationships may be terminated.

Minimum/Living Wage
OVT supports the right of individuals to earn such a wage as to be able to afford goods or services for quality of life, food, utilities, transport, healthcare, education, childcare, and personal recreation. This living wage is in every case at least at the minimum wage rates and requirements by country. OVT strives to compensate all employees fairly for the skills and activities performed.

Issues Related to Diversity, Equal Opportunity and Discrimination
OVT is committed to following fair employment practices that provide equal opportunities to all employees. We do not discriminate or allow harassment on the basis of race, color, religion, disability, gender, national origin, sexual orientation, gender identity, gender expression, age, genetic information, military status, or any other legally protected status. OVT also values diversity and believes that a diverse workplace builds a true competitive advantage. This is further described in our Code of Business Conduct and Ethics.

Employee Development Training and Policy Communications
OVT strongly believes in investing in the development of its employees, so they can aspire to higher goals and achieve more in their career. Programs are offered to employees to assist them in their personal growth, based upon their skill sets, goals and professional maturity. In addition, employees are asked to complete a series of on-boarding training upon their hire. This helps them set goals aligned with their development and assures the supporting resources are available for them to be successful in these areas.

OVT provides employees online access to policies and information. There is also annual communication and training on the policies and associated relevant changes through our Corporate Compliance Governance Program. Related policies are also discussed within the Code of Business Conduct and Ethics, which is available in multiple languages to assure global employee access to this information.

Employee Compliance and Ethics
We are committed to acting ethically in dealing with customers, employees, shareholders, partners, suppliers, competitors and the community, and in compliance with all applicable laws. We support this commitment through our robust Global Corporate Governance Program. The program supports the company’s worldwide culture of compliance and ethics through partnerships and collaboration with commercial team members and other key stakeholders and works with teams across the company to monitor our activities and performance. The primary purpose of our governance program is to support our culture of integrity and to detect and prevent violations of laws, regulations and company policies, taking into account and tailoring the program to our unique environment.

Our Code of Business Conduct and Ethics is the foundation and cornerstone for our existing policies and our governance program. All employees, including employees responsible for supply chain management, are required to comply with the Code, which provides guidance regarding business conduct and practices to all OVT team members. All employees participate in annual training on the Code which includes training on ethical decision making and upholding laws and regulations, to ensure understanding and compliance with the requirements of the Code. Employees and business partners are encouraged to raise questions when they need guidance or clarification and to report any concerns or suspected violations of the Code of Conduct, other Company policies, procedures and/or applicable laws.

OMNIVISION is subject to various laws that prohibit money laundering. It is the OMNIVISION policy to comply with all applicable anti-money laundering (“AML”) and combatting financing of terrorism (“CFT”) laws and regulations and to actively take steps to prevent any activity that directly or indirectly facilitates money laundering, and/or the funding of illegal or terrorism-related activity. The Company expects all personnel to conduct Company business in a fair, ethical and legal manner. This includes being alert for possible money laundering or suspicious activity and ensuring that the Company conducts its operations in a manner that allows its employees, facilities, and sales activities to be used only for legitimate business purposes.

Money laundering is broadly defined as the attempt to conceal the origin and ownership of the proceeds of illegal activity and to disguise assets to make them appear legitimate. AML laws generally restrict any knowing transaction or transfer (or any attempted transaction or transfer), either domestically or internationally, of any funds or monetary instruments that are the proceeds of criminal activity. Terrorist financing is a financial crime; it uses funds to support the agenda, activities, or cause of a terrorist organization.

OMNIVISION and all Company personnel, including officers, directors, employees, contractors, agents and consultants acting on behalf of the Company or its subsidiaries, are subject to U.S. State and Federal laws that criminalize money laundering activities. It is a crime for any person to engage knowingly (or to assist) in a financial transaction that involves the proceeds of a significant number of specified crimes or illicit activities. These laws impose severe criminal penalties and fines, and any property or assets involved in such illegal activity are subject to forfeiture.