Tekelec Third Party Complaint Procedures

The Company is committed to achieving compliance with all applicable securities laws and regulations accounting standards, accounting controls and audit practices. The Audit Committee of the Company's Board of Directors (the "Audit Committee") oversees treatment of both employee and non-employee concerns in this area.

In order to facilitate the reporting by persons or entities other than employees of complaints and concerns ("Third Party Complaints") regarding accounting, internal control and audit matters ("Accounting Matters"), the Audit Committee has established these Third Party Complaint Procedures for Accounting and Audit Matters (these "Procedures") for the receipt, retention and treatment of such complaints.

Scope of Matters Covered by These Procedures
These procedures relate to Third Party Complaints relating to any questionable accounting or auditing matters, including, without limitation, the following:

  • fraud or deliberate error in the preparation, evaluation, review or audit of any financial statements of the Company;
  • fraud or deliberate error in the recording and maintaining of financial records of the Company;
  • deficiencies in or noncompliance with the Company's internal accounting controls;
  • misrepresentation or false statements to or by a senior officer or accounting or finance employee of the Company regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
  • deviation from the full and fair reporting of the Company's financial condition.

Receipt of Third Party Complaints
Third Party Complaints regarding Accounting Matters may be submitted to the General Counsel of the Company by regular mail as follows:

General Counsel, Tekelec,
5200 Paramount Parkway,
Morrisville, North Carolina 27560

The Company will post on its external web site the Company's contact information for the submission of Third Party Complaints. The Company will also from time to time publish such contact information in such other manner, if any, as the Audit Committee may determine to be appropriate.

Treatment of Complaints
Upon receipt of a Third Party Complaint, the General Counsel will determine whether the complaint actually pertains to Accounting Matters.

  • Complaints relating to Accounting Matters will be reviewed, under the direction and oversight of the Audit Committee, by the General Counsel, the internal auditor and/or such other person or persons as the Audit Committee may from time to time determine to be appropriate.
  • Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.

Reporting and Retention of Complaints and Investigations
The General Counsel will maintain a log of all Third Party Complaints, tracking their receipt, investigation and resolution and will prepare a periodic summary report thereof for the Audit Committee. As requested by the Audit Committee, the General Counsel may from time to time also provide a report at Audit Committee meetings regarding Third Party Complaints that have been reported and resolved and Third Party Complaints that remain open.

Copies of Third Party Complaints and of such log will be maintained in accordance with the Company's document retention policy.