Incredimail 2011 Annual Report Download - page 85

Not applicable.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORA T E GOVERNANCE
As a foreign private issuer whose shares are listed on the Nasdaq Global Market, we are permitted to follow certain home country corporate governance
practices instead of certain requirements of the NASDAQ Listing Rules.
As described in Item 10.B "Additional Information –
NASDAQ Listing Rules and Home Country Practices," we do not comply with the NASDAQ
requirement that an issuer listed on the NASDAQ Global Market have a quorum requirement that in no case be less than 33 1/3% of the outstanding shares of the
company’
s common voting stock. However, our articles of association, consistent with the Israeli Companies Law, provide that the quorum requirements for an
adjourned meeting are the presence of a minimum of two shareholders present in person. Our quorum requirements for an adjourned meeting do not comply with the
NASDAQ requirements and we instead follow our home country practice.
As a foreign private issuer listed on the NASDAQ Global Market, we may also follow home country practice with regard to, among other things, distribution
of annual and quarterly reports to shareholders, approval of related party transactions, composition of the board of directors, approval of compensation of executive
officers, director nomination process and regularly scheduled meetings at which only independent directors are present. In addition, we may follow our home country
practice, instead of the NASDAQ Marketplace Rules, which require that we obtain shareholder approval for certain dilutive events, such as for the establishment or
amendment of certain equity based compensation plans, an issuance that will result in a change of control of the company, certain transactions other than a public
offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company. Under NASDAQ Listing
Rules, U.S. domestic issuers are required to solicit proxies, provide proxy statements for all shareholder meetings and provide copies of such proxy materials to
NASDAQ; however, as a foreign private issuer, we are generally exempt from the SEC
’s rules governing the solicitation of shareholder proxies.
See Item 6 "Directors, Senior Management and Employees – Board Practices" and Item 10.B "Additional Information –
NASDAQ Listing Rules and Home
Country Practices" for a detailed description of the significant ways in which the registrant’
s corporate governance practices differ from those followed by domestic
U.S. companies under the listing standards of the NASDAQ Global Market.
ITEM 16E.
PURCHASES OF EQUITY S
EC
URITIES BY THE ISSUER AND AFFILIATED PURCHASERS
82