It is the corporate policy of PCTEL, Inc. and its subsidiaries (collectively "PCTEL") to encourage its employees to bring to the attention of management any good faith complaints regarding (i) the integrity of PCTEL's internal financial controls or the accuracy or completeness of financial or other information used in or related to PCTEL's financial statements; (ii) any violation of applicable law by PCTEL, its employees, contractors, investors, agents, vendors, or customers; or (iii) any violation of PCTEL’s Code of Ethics and Business Conduct which includes, without limitation, anti-corruption, anti-harassment, anti-bullying and non-discrimination policies. As a result, PCTEL employees shall not be discharged, demoted, suspended, threatened, harassed or discriminated against in any manner on account of such employees taking any lawful action with respect to the following:
● Raising questions concerning the fair presentation of PCTEL financial statements, including the accuracy or completeness of the financial or other information used in the preparation thereof.
● Raising concerns regarding PCTEL’s accounting or auditing practices or its internal financial controls.
● Reporting any suspected criminal activity, including fraud, embezzlement, theft, or falsification of contracts, reports or records.
● Reporting any violations or suspected violations of securities laws, including insider trading laws.
● Reporting violations or suspected violations of PCTEL’s Code of Ethics and Business Conduct or Insider Trading Policy.
● Providing information and otherwise assisting in investigations relating to fraud against PCTEL's stockholders or other crimes against PCTEL or its stockholders conducted by (A) a federal regulatory agency, (B) a member or committee of the United States Congress, (C) local law enforcement, or (D) any PCTEL officer or employee, member or committee of the Board of Directors, or any agent or representative acting on their behalf.
● Providing information and otherwise assisting in investigations relating to violations of PCTEL’s Code of Ethics and Business Conduct by any PCTEL officer or employee, any member or committee of the Board of Directors or any agent or representative acting on their behalf.
● Filing, testifying at, participating in or otherwise assisting in a proceeding filed or about to be filed relating to allegations of fraud against PCTEL's stockholders or violations of PCTEL’s Code of Ethics and Business Conduct.
Any employee who, in good faith, has a complaint regarding any incident or occurrence described in the Policy section above should report such complaint or observation to EthicsPoint, a disclosure service company that guarantees anonymity. The report may be made in one of the following methods:
1. By web portal at http://www.pctel.com/internal/anonymousdisclosure.html. Employees may access this link through PCTEL's website at pctel.com in the Corporate Governance tab under “About Us”;
2. By telephone. If in the United States, call 1-888-288-1749. If international, dial the International Operator and request that a charge call be placed to + 1 503-906-8414. If asked your name but you wish to remain anonymous, you may instead state “PCTEL.”
Each report should include the following information:
(i) a description of the matter or irregularity and persons involved;
(ii) the location where the employee observed the matter or irregularity;
(iii) the period of time during which the matter or irregularity was observed; and
(iv) any steps that the employee has taken to investigate the matter or irregularity, including reporting it to a supervisor or Human Resources and the response given.
The report may also include, at the employee's option, the employee's contact information in the event that additional information is needed; provided, however, that a report shall not be deemed deficient solely because the employee did not include contact or other self-identifying information. In some cases, however, it may not be possible to proceed with or properly conduct an investigation unless the employee identifies himself or herself.
EthicsPoint will promptly deliver a copy of the report to (1) the Chair of PCTEL's Audit Committee of the Board of Directors, (2) PCTEL's Vice President and General Counsel; and (3) PCTEL’s Chief Executive Officer (collectively, “Policy Administrators”).
Upon receiving a report and provided there is enough information to proceed with an investigation, the Policy Administrators, under the direction of the Chair of PCTEL's Audit Committee of the Board of Directors or other appropriate committee, shall investigate the issues identified in the report.
The Policy Administrators may consult with the Chief Financial Officer, any other employee of PCTEL, outside legal counsel, independent auditors, and, as needed, the Audit Committee, as a part of their investigation. At the conclusion of the investigation, the Policy Administrators shall prepare a written response to the report for review and approval by the Audit Committee or other appropriate committee or the Board of Directors.
After the Board of Directors or applicable committee has reviewed and approved the response, the Policy Administrators shall provide a copy of the response to the employee who made the report, unless such report was made anonymously.
Publication of the Policy
PCTEL shall place a copy of this Policy in the Employee Handbook distributed to new employees as well as posting this Policy on its website at www.pctel.com.