Incredimail 2011 Annual Report Download - page 55

The audit committee provides assistance to the board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing,
financial reporting, internal control and legal compliance functions by approving the services performed by our independent accountants and reviewing their reports
regarding our accounting practices and systems of internal accounting controls. The audit committee also oversees the audit efforts of our independent accountants and
takes those actions as it deems necessary to satisfy itself that the accountants are independent of management. Under the Israeli Companies Law, the audit committee
is also required to monitor and approve remedial actions with respect to deficiencies in the administration of the company, including by consulting with the internal
auditor and recommend remedial actions with respect to such deficiencies, and to review and approve related party transactions.
On December 20, 2010 our Audit committee had been authorized by the Company's board of directors to act as the financial statements review committee in
accordance with the Israeli Companies regulations with respect to the procedure in which financial statements should be approved by companies. Such regulations
state, among other things, that a financial statements review committee shall discuss and prepare recommendations to the board of directors about matters related to
the financial statements such as: estimations, internal control procedures, accounting policies, etc. The regulations permit that the audit committee shall act as the
financial statements review committee, provided that the audit committee meets the requirements set forth in the regulations.
Compensation Committee
As a foreign private issuer, we comply with our home country regulations with respect to the compensation committee. Unlike the Nasdaq Marketplace
Rules, applicable to domestic issuers, which require that the determination of the compensation of an executive officer be made by a majority of the independent
directors on the board or a compensation committee comprised solely of independent directors, under the Israeli Companies Law and the Company's article of
association, the compensation of an executive officer, who does not serve on our board, can be approved by the compensation committee (in lieu of the audit
committee, subject to meeting certain prerequisites) followed by the approval of the board of directors.
Our compensation committee is comprised of Tamar Gottlieb, Avichay Nissenbaum and David Jutkowitz, and operates pursuant to a written charter. The
compensation committee is authorized on a yearly basis, to recommend the terms of compensation for officers who are not directors, and to approve the issuance of
employee share options under our 2003 Plan and benefit plans and approve incentive compensation for our other employees.
Investment committee
Our investment committee is comprised of Tamar Gottlieb, David Jutkowitz, Avichay Nissenbaum and Josef Mandelbaum. The Investment Committee is
responsible for formulating the overall investment policies of the Company, and establishing investment guidelines in furtherance of those policies. The Committee
monitors the management of the portfolio for compliance with the investment policies and guidelines and for meeting performance objectives over time as well as
assist the board of directors in fulfilling its oversight responsibility for the investment of assets of the company.
Nominating and Governance Committee
Our nominating and governance committee is comprised of Tamar Gottlieb and David Jutkowitz, and operates pursuant to a written charter. It is responsible
for making recommendations to the board of directors regarding candidates for directorships and the size and composition of the board. In addition, the committee is
responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the board concerning corporate governance matters.
Under Israeli Companies Law, the nominations for director are generally made by our directors but may be made by one or more of our shareholders. However, any
shareholder or shareholders holding at least 5% of the voting rights in our issued share capital may nominate one or more persons for election as directors at a general
meeting only if a written notice of such shareholder’
s intent to make such nomination or nominations has been given to our secretary and each such notice sets forth all
the details and information as required to be provided under our articles of association.
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