CEVA GLOBAL ANTICORRUPTION POLICY

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1 CEVA GLOBAL ANTICORRUPTION POLICY Purpose It is the Company s fundamental policy that all of its business and other activities be conducted at all times in strict compliance with all applicable laws and regulations. The purpose of this policy is to ensure compliance by employees and representatives of the Company with the anticorruption laws worldwide. Application This policy is applicable to all regions and divisions of the Company and to all employees and representatives acting for or on behalf of the Company. Strict adherence to this policy is required, except to the extent that a more stringent law exists in the country in which you work. Bribery Prohibitions A. Government Officials 1. Giving a Bribe is Prohibited CEVA prohibits any offer, payment or promise of money or anything of value directly or indirectly to a government official in order to obtain or retain business or to secure an improper advantage. A government official means any person acting in an official capacity for or on behalf of a government department, agency or instrumentality. Government officials include: Officers, or employees of government department, agency or instrumentality; Customs officials: Candidates for political office: Officials of public international organizations (e.g., the Red Cross or the World Bank); A company hired to review and accept bids for a government department, agency or instrumentality: and A company retained as a prime or subcontractor to a government department, agency or instrumentality. 2. Receiving a Bribe is Prohibited

2 CEVA prohibits any request, agreement to receive or acceptance of any offer, payment or promise of money or anything of value by any CEVA employee or representative if the offer, payment or promise was made in order to obtain or retain business or to secure an improper advantage. 3. Facilitating Payments A facilitating payment is a payment made to a government official for the purpose of facilitating routine governmental action or to speed up the performance of essentially clerical activities that are not discretionary in nature. Routine governmental action is defined to encompass only actions that are ordinarily performed by a government official. Routine governmental action does not include a discretionary decision by a government official such as whether, or on what terms, to award new business to or to continue business with a particular party. CEVA prohibits facilitating payments except where an imminent threat to personal health or safety exists. 4. Hospitality, Promotional and Marketing Expenditures Because the propriety of hospitality, promotional and marketing expenditures is not always clearly defined and frequently requires some degree of legal analysis, CEVA prohibits such expenditures on behalf or for the benefit of a government official without the prior written authorization of Global Compliance. In addition, such expenditures, when made, must be fully and accurately reflected in the Company s books and records. 5. Political Contributions The laws of many countries in which CEVA does business have restrictions or strict prohibitions on corporate contributions or other activities in connection with elections for political office or other political activities. Consequently, the use of CEVA s corporate assets to make such contributions or gifts and the making of such contributions or gifts in CEVA s name, are prohibited. B. Private Sector 1. Giving a Bribe is Prohibited CEVA prohibits any offer, payment or promise of money or anything of value to a private sector company or individual in order to reward or induce a failure to act in good faith, impartially or in accordance with a position of trust in connection with any commercial transaction. 2. Receiving a Bribe is Prohibited 2

3 CEVA prohibits any request, agreement to receive or acceptance of any offer, payment or promise of money or anything of value by any CEVA employee or representative in connection with any CEVA business transaction if the offer, payment or promise was made in order to reward or induce a failure to act in good faith, impartially or in accordance with a position of trust. Accounting Requirements All books, records and accounts of CEVA must be maintained in reasonable detail, such that they fairly reflect all transactions and dispositions of assets. CEVA prohibits any mischaracterization or omission of any transaction on the Company s books. CEVA further prohibits any false or misleading entries in CEVA s books or records. Company employees and representatives are prohibited from engaging in any arrangements that would result in such entries. No undisclosed or unrecorded funds or assets may be established. Due Diligence and Selection of Representatives In many instances, the use of agents, consultants or joint venture partners (collectively representatives ) is an essential element of doing business. Representatives are generally retained by the Company in part for their knowledge of and access to persons in a particular market and for their ability to secure and retain business. The prohibitions of anticorruption laws include illegal conduct by representatives on a company s behalf. The Company must be careful to avoid situations involving representatives that might lead to any violation of anticorruption laws. Therefore, prior to retaining any representative to act on behalf of the Company with regard to governments or international business development or retention, the Company must perform appropriate due diligence and obtain from prospective representatives certain assurances of compliance. Diligence will be conducted by or at the direction of Global Compliance and will include where available: checking public sources of information about the prospective representative, including any published press reports concerning the prospective representative, the commercial attaché at the embassy in the relevant country; interviewing prospective representatives; discussing this policy with prospective representatives and providing the representative with a copy; discussing local anti-bribery laws with prospective representatives; and 3

4 continuous monitoring activities of representatives for red flags (discussed below) and to ensure compliance with anticorruption laws. A separate file must be maintained documenting the due diligence efforts undertaken by the Company in connection with each local representative. All local representatives must be identified and selected on the basis of objective criteria (e.g., a representative should be selected on the basis of identifiable commercial and industry competence and not because the representative is the relative of any government official. A written agreement must be entered into prior to conducting business with any local representative, the form of which must be approved in writing by Global Compliance. Red Flags or Other Warning Signs About Representatives CEVA must continuously monitor the activities of representatives. The presence of any red flag listed below or other suspicious action, payment or demand by representatives should be immediately reported to regional management and Global Compliance or via CEVA s Compliance Hotline (details below). CEVA must not retain or conduct business with any representative if any of the following red flags or warning signs exists without first obtaining the written approval of the Global Compliance: unusual or excessive payment requests, such as requests for over-invoicing, up-front payments, unusual commissions or mid-stream compensation payments, requests for payments in a third country, to another party, to a foreign bank account, in cash or otherwise untraceable funds; requests for political or charitable contributions; any refusal or hesitancy by the representative to promise in writing to abide by anticorruption laws or this policy; a demand or strong suggestion by a government official that a particular representative should be retained; any known or suspected misrepresentation by the representative in connection with the proposed transaction; reliance by the representative on political/government contacts rather than knowledgeable staff and investment of time to promote CEVA s interests; or any known or suspected family relationship between the representative and any government official. Reporting Requirements Any Employee or representative who has any question with respect to application of this policy of any other anti-bribery laws should consult with Global Compliance. 4

5 In addition, any employee or representative who becomes aware of a violation or potential violation of any anticorruption law should promptly report this to regional management and Global Compliance or the Employees may make reports (which can be anonymous) via CEVA s toll-free Compliance Hotline. The number to call varies by country as follows: Indonesia Oman Qatar All Other Countries preceded by the AT&T local country access code (see The Compliance Hotline is available 24 hours a day, 7 days a week. Translators in over 100 languages are available to provide immediate assistance. When reporting a violation or suspected violation, you may provide your name or the report can be made anonymously. 5

6 Personal Commitment to Global Anticorruption Policy I acknowledge that I have received, reviewed and understand CEVA s Global Anticorruption Policy (the Policy ). I understand that every employee and representative of CEVA or any of its subsidiaries is required to comply with the Policy and any violation of the Policy or any other anti-bribery laws may result in disciplinary action, including possible termination. When I have a concern about a potential violation of the Policy or any anticorruption laws, I will promptly report the concern to regional management, Global Compliance or to the Committee on Corporate Conduct by contacting CEVA s toll tree Compliance Hotline. Name: Title: Signature: Date: CEVA Location: 6

7 ANTICORRUPTION GUIDELINES 7