Incredimail 2014 Annual Report Download - page 62

Investment Committee
Our investment committee is comprised of Tamar Gottlieb (Chairperson), David Jutkowitz, Avichay Nissenbaum and Roy Gen. 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 (Chairperson), David Jutkowitz, and Dror Erez, 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 the 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.
Internal Auditor
Under the Companies Law, the board of directors of a public company must appoint an internal auditor nominated in accordance with
the audit committee’s recommendation. The role of the internal auditor is to examine whether a company’
s actions comply with the law and
proper business procedure. The internal auditor may be an employee of the company employed specifically to perform internal audit functions
but may not be an interested party or office holder, or a relative of any interested party or office holder, and may not be a member of the
company’
s independent accounting firm or its representative. The Companies Law defines an interested party as a substantial shareholder of 5%
or more of the shares or voting rights of a company, any person or entity that has the right to nominate or appoint at least one director or the
general manager of the company or any person who serves as a director or as the general manager of a company. The internal auditor’
s term of
office shall not be terminated without his or her consent, nor shall he or she be suspended from such position unless the board of directors has so
resolved after hearing the opinion of the audit committee and after giving him or her a reasonable opportunity to present his or her position to the
board and to the audit committee. Our internal auditor is Mrs. Linur Dloomy, CPA, of Brightman Almagor Zohar & Co., a member of Deloitte
Touche Tohmatsu.
D. EMPLOYEES
The breakdown of our employees by department as of the end of each of the past three fiscal years is as follows:
As of December 31, 2014, 361 of our employees were located in Israel, and 78 employees were located in the United States.
December 31,
2012
2013
2014
Management and administration
40
55
97
Support
-
-
19
Research and development
146
173
217
Selling and marketing
56
66
106
Total
242
203
439
57