Incredimail 2013 Annual Report Download - page 87

Our board of directors has determined that each of Mr. David Jutkowitz and Mr. Alan Gelman, who is an independent director (as
defined in the NASDAQ Listing Rules) and serves on our audit committee, qualifies as an "audit committee financial expert" as defined in Item
16A of Form 20-F.
Our board of directors has adopted a code of conduct applicable to all of our directors, officers and employees as required by the
NASDAQ Listing Rules, which also complies with the definition of a "code of ethics" set out in Section 406(c) of the Sarbanes
-
Oxley Act of
2002. A copy of the code of ethics can be found on our website at: www.perion.com .
Fees for the professional services rendered by our independent accountants Kost Forer Gabbay & Kasierer, a member of Ernst & Young
Global, for each of the last two fiscal years were as follows (in thousands):
Audit fees include fees for professional services rendered by our principal accountant in connection with the annual audit, review of
quarterly consolidated financial statements, internationally required statutory audits, consents and assistance with review of documents filed with
the SEC. The fee for 2013 includes the audit of internal control over financial reporting.
Audit-related fees principally include due diligence in connection with acquisitions and accounting consultation.
Tax fees include services related to tax compliance, including the preparation of tax returns and claims for refunds, tax planning
and advice, including assistance with tax audits and appeals, advice related to mergers and acquisitions and assistance with respect to requests
for rulings from tax authorities.
All other fees principally include advisory services.
Our audit committee is responsible for the establishment of policies and procedures for review and pre-
approval by the committee of all
audit services and permissible non-
audit services to be performed by our independent auditor, in order to ensure that such services do not impair
our auditor’s independence. Pursuant to the pre-approval policy adopted by our audit committee, certain enumerated audit, audit-
related and tax
services have been granted general pre-approval by our audit committee and need not be specifically pre-approved. Pre-
approval fee levels or
budgeted amounts for all services to be provided by the independent auditor will be established annually by the audit committee and the
committee may also determine the appropriate ratio between the total amount of fees for audit, audit-
related, tax services and other services. All
requests for services to be provided by the independent auditor will be submitted to our Chief Financial Officer, who will determine whether
such services are included within the enumerated pre-approved services. The audit committee will be informed on a timely basis of any pre-
approved services that were performed by the auditor. Requests for services that require specific pre-
approval will be submitted to the audit
committee with a statement as to whether, in the view of the Chief Financial Officer and the independent auditor, the request is consistent with
the SEC’
s rules on auditor independence. The Chief Financial Officer will monitor the performance of all services and determine whether such
services are in compliance with the policy.
Not applicable.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERTS
ITEM 16B.
CODE OF ETHICS
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
2012
2013
Audit Fees
$
181
$
254
Tax Fees
105
106
Audit Related fees
15
91
Other
-
38
Total
$
301
$
490
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
78