Incredimail 2008 Annual Report Download - page 67

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Control – Integrated Framework.” Our management has concluded, based on its assessment, that our internal control over financial reporting was
effective as of December 31, 2008.
Our financial statements have been audited by Kost, Forer, Gabbay & Kasierer (A Member of Ernst & Young Global), an independent registered
public accounting firm.
73
(c) Attestation Report of Registered Public Accounting Firm:
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting. Management’
s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this annual report.
(d) Changes in Internal Control Over Financial Reporting
: During the period covered by this report, no changes in our internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) have occurred that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
Our board of directors has determined that Mr. David Jutkowitz, who is an independent director (as defined under Rule 4200(a)(15) of the
NASD market 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
Marketplace 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 is included herein as Exhibit 11.
We paid the following fees for the professional services rendered by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global,
which have served as our registered public accounting firm for the last three years in thousands:
Audit Fees include audit services, quarterly reviews. Audit related fees includes consultation regarding financial reporting. Tax fees include:
corporate tax returns, international tax, tax implication regarding our status as a PFIC, VAT advice and tax advice related to acquisitions.
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.
ITEM 16.
[Reserved]
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16B.
CODE OF ETHICS
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
2007
2008
Audit Fees
$
152
$
128
Audit Related Fees
22
-
Tax Fees
50
83
Total
$
224
$
211