Incredimail 2014 Annual Report Download - page 92

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In addition, rather than follow the NASDAQ Listing Rules requiring shareholder approval for the issuance of securities in certain
circumstances, we follow Israeli law, under which a private placement of securities requires approval by our board of directors and shareholders
if it will cause a person to become a controlling shareholder (generally presumed at 25% ownership) or if:
Shareholder Quorum.
The NASDAQ Listing Rules require that an issuer have a quorum requirement for shareholders meetings of at
least one-third of the outstanding shares of the issuer’
s common voting stock. We have chosen to follow home country practice with respect to
the quorum requirements of an adjourned shareholders meeting. Our articles of association, as permitted under the Companies Law, provide that
if at the adjourned meeting a legal quorum is not present after 30 minutes from the time specified for the commencement of the adjourned
meeting, then the meeting shall take place regardless of the number of members present and in such event the required quorum shall consist of
any number of shareholders present in person or by proxy.
Annual Reports.
While the NASDAQ Listing Rules generally require that companies send an annual report to shareholders prior to the
annual general meeting, we follow the generally accepted business practice for companies in Israel. Specifically, we file annual reports on Form
20-
F, which contain financial statements audited by an independent accounting firm, electronically with the SEC and post a copy on our website.
Executive Sessions
. While the NASDAQ Listing Rules require that "independent directors," as defined in the NASDAQ Listing Rules,
must have regularly scheduled meetings at which only "independent directors" are present. Israeli law does not require, nor do our independent
directors necessarily conduct, regularly scheduled meetings at which only they are present.
Approval of Related Party Transactions
. Although the NASDAQ Listing Rules require the approval of the audit committee or another
independent body of a company's board of directors for all "related party transactions" required to be disclosed pursuant to Item 7.B. of Form 20-
F, we follow the provisions of the Israeli Companies Law. Specifically, that all related party transactions are approved in accordance with the
requirements and procedures for approval of interested party acts and transactions, set forth in sections 268 to 275 of the Israeli Companies Law,
and the regulations promulgated thereunder, which allow for the approval of certain related party transactions, which are immaterial, in the
normal course of business and on market terms, by the board of directors. Other specified transactions can require audit committee approval and
shareholder approval, as well as board approval. See also "Item 10.B Memorandum and Articles of Association —
Approval of Related Party
Transactions" for the definition and procedures for the approval of related party transactions.
Compensation Committee
. The NASDAQ Listing Rules require a listed company to have a compensation committee composed entirely
of independent directors that operates pursuant to a written charter addressing its purpose, responsibilities and membership qualifications and
may receive counseling from independent consultants, after evaluating their independence. We have a compensation committee whose purpose,
responsibilities and membership qualifications are governed by the Israeli Companies Law, as described under Item 6.C "Board Practices
—
Committees of the Board of Directors—
Compensation Committee." There are no specific independence evaluation requirements for outside
consultants.
ITEM 16H. MINE SAFET Y DISCLOSURE
Not applicable.
•
the securities issued amount to 20% or more of our outstanding voting rights before the issuance;
•
some or all of the consideration is other than cash or listed securities or the transaction is not on market terms; and
•
the transaction will increase the relative holdings of a shareholder that holds 5% or more of our outstanding share capital or voting
rights or will cause any person to become, as a result of the issuance, a holder of more than 5% of our outstanding share capital or
voting rights.
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