Incredimail 2013 Annual Report Download - page 55

C. BOARD PRACTICES
Corporate Governance Practices
We are incorporated in Israel and therefore are subject to various corporate governance practices under the Companies Law, relating to
such matters as external directors, the audit committee, the internal auditor and approvals of interested party transactions. These matters are in
addition to the ongoing listing conditions of NASDAQ and other relevant provisions of U.S. securities laws. Under the NASDAQ Listing Rules,
a foreign private issuer may generally follow its home country rules of corporate governance in lieu of the comparable NASDAQ requirements,
except for certain matters such as composition and responsibilities of the audit committee. For further information, see "Item 16.G –
Corporate
Governance."
NASDAQ Requirements
Under the NASDAQ Listing Rules, a majority of our directors are required to be "independent directors" as defined in the NASDAQ
Listing Rules. Five out of the seven members of our board of directors, namely, Messrs. Tamar Gottlieb, Iris Beck,
Alan Gelman, David
Jutkowitz and Avichay Nissenbaum, are independent directors under the NASDAQ requirements.
We are also required by the NASDAQ Listing Rules to have an audit committee, all of whose members must satisfy certain
independence requirements.
The NASDAQ Listing Rules require that director nominees be selected or recommended for the board’
s selection either by a committee
composed solely of independent directors or by a majority of the independent directors on the board. We have a nominating and governance
committee, composed solely of independent directors.
See Item "16.G – Corporate Governance" for exemptions that we have taken from certain NASDAQ Listing Rule requirements.
Israeli Companies Law
Board of Directors
According to the Companies Law and our articles of association, our board of directors is responsible, among other things, for:
Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders. Our board
of directors also appoints and may remove our chief executive officer and may appoint or remove other executive officers, subject to any rights
that the executive officers may have under their employment agreements.
Our board of directors currently consists of seven directors, two of whom qualify as "external directors" under Israeli law and have also
been determined by our board of directors to qualify as "independent" for the purpose of the NASDAQ Listing Rules. Other than external
directors, who are subject to special election requirements under Israeli law, our directors are elected in three staggered classes by the vote of a
majority of the ordinary shares present and entitled to vote at meetings of our shareholders at which directors are elected. The members of only
one staggered class will be elected at each annual meeting for a three-
year term, so that the regular term of only one class of directors expires
annually. Our annual meeting of shareholders is required to be held at least once during every calendar year and not more than fifteen months
after the last preceding meeting. At our 2013 annual meeting of shareholders, held on September 2, 2013, Mr. Josef Mandelbaum was reelected
as a director for an additional three-year term and Mr. Alan Gelman was reelected as a director for a three-
year term. In connection, with the
closing of the ClientConnect Acquisition on January 2, 2014, Mr. Dror Erez replaced Mr. Mandelbaum as a director. At our 2012 annual
meeting of shareholders, held on September 27, 2012, Ms. Tamar Gottlieb was reelected as a director for an additional three-
year term and Ms.
Adi Soffer Teeni was elected as a director for an initial three-
year term. In connection, with the closing of the ClientConnect Acquisition on
January 2, 2014, Mr. Roy Gen replaced Ms. Adi Soffer Teeni as a director. At our 2011 annual meeting of shareholders, held on October 27,
2011, Ms. Iris Beck was elected as a director for an initial three-
year term. The external directors are not assigned to a class and are elected in
accordance with the Companies Law. At our 2013 annual meeting of shareholders, held on September 2, 2013, Mr. David Jutkowitz was
reelected to serve as an external director for a third three-
year term. On September 27, 2012, Mr. Avichay Nissenbaum was reelected to serve as
an external director for a second three-year term.
• establishing our policies and overseeing the performance and activities of our chief executive officer;
• convening shareholders’ meetings;
•
approving our financial statements;
•
determining our plans of action, principles for funding them and the priorities among them, our organizational structure and
examining our financial status; and
• issuing securities and distributing dividends.
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