Incredimail 2014 Annual Report Download - page 91

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Audit fees
include fees for professional services rendered by our principal accountant in connection with the annual audit, review of
quarterly consolidated financial data, internationally required statutory audits, consents and assistance with review of documents filed with the
SEC. The fee for 2013 includes the audit of Perion’s 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 16G. CORPORATE GOVERNANCE
We are a foreign private issuer whose ordinary shares are listed on the NASDAQ Global Select Market. As such, we are required to
comply with U.S. federal securities laws, including the Sarbanes-
Oxley Act, and the NASDAQ Listing Rules, including the NASDAQ corporate
governance requirements. The NASDAQ Listing Rules provide that foreign private issuers may follow home country practice in lieu of certain
qualitative listing requirements subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal
securities laws, so long as the foreign issuer discloses that it does not follow such listing requirement and describes the home country practice
followed in its reports filed with the SEC. Below is a concise summary of the significant ways in which our corporate governance practices
differ from the corporate governance requirements of NASDAQ applicable to domestic U.S. listed companies:
Shareholder Approval.
Although the NASDAQ Listing Rules generally require shareholder approval of equity compensation plans and
material amendments thereto, we follow Israeli practice, which is to have such plans and amendments approved only by the board of directors,
unless such arrangements are for the compensation of chief executive officer or directors, in which case they also require the approval of the
compensation committee and the shareholders.
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
85