Incredimail 2014 Annual Report Download - page 60

Our board of directors currently consists of six 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 directors" 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 2014 annual meeting of shareholders, held on December 9, 2014, the three-
year term of Ms. Iris
Beck expired and no directors were elected. In March 2015, our board of directors appointed Mr. Michael Vorhaus as a director for a three-
year
term, subject to ratification at our next meeting of shareholders. 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
and Mr. Roy Gen replaced Ms. Adi Soffer Teeni 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. 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.
If the number of directors constituting our board of directors is changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of
directors constituting our board of directors reduce the term of any then current director.
Our board of directors may appoint any other person as a director, whether to fill a vacancy or as an addition to the then current number
of directors, provided that the total number of directors shall not at any time exceed seven directors. Any director so appointed shall hold office
until the annual meeting of shareholders at which the term of his class expires, unless otherwise determined by our board of directors. There is
no limitation on the number of terms that a non-external director may serve.
Shareholders may remove a non-
external director from office by a resolution passed at a meeting of shareholders by a vote of the
holders of more than two-thirds of our voting power.
A resolution proposed at any meeting of our board of directors is deemed adopted if approved by a majority of the directors present and
voting on the matter. Under the Companies Law, our board of directors must determine the minimum number of directors having financial and
accounting expertise, as defined in the regulations that our board of directors should have. In determining the number of directors required to
have such expertise, the board of directors must consider, among other things, the type and size of the company and the scope and complexity of
its operations. Our board of directors has determined that we require at least one director with the requisite financial and accounting expertise
and that Mr. David Jutkowitz has such expertise.
Under the Companies Law, the chairman of the board of a company is not permitted to hold another position in the company or a
subsidiary thereof other than chairman or director of a subsidiary or, if approved by a special majority of shareholders, chief executive officer of
the company.
External Directors
Under the Companies Law, Israeli companies whose shares have been offered to the public in or outside of Israel are required to
appoint at least two individuals to serve as external directors. Our external directors under the Companies Law are Mr. Avichay Nissenbaum,
whose second three-year term commenced on September 27, 2012, and Mr. David Jutkowitz, whose third three-
year term commenced on
September 2, 2013.
External directors are required to possess independence and professional qualifications as set out in the Companies Law and regulations
promulgated thereunder. Each committee of a company's board of directors that is authorized to exercise any powers of the board of directors is
required to include at least one external director. The audit committee and the compensation committee must include all the external directors.
External directors are elected by a majority vote at a shareholders’ meeting, as long as either:
• the majority of shares voted on the matter, including at least a majority of the shares of non-
controlling shareholders voted on the
matter, vote in favor of election; or
• the total number of shares of non-
controlling shareholders voted against the election of the external director does not exceed two
percent of the aggregate voting rights in the company.
55