Incredimail 2009 Annual Report Download - page 48

Our board of directors generally consists of seven directors, two of whom qualify as “external directors”
for Israeli law purposes and
have been determined by our board of directors to qualify as “independent”
for Nasdaq Stock Market Purposes as well. 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. At our annual general meeting held in 2007, the term of the second class, consisting of Ofer Adler and Yair M. Zadik, expired and they
were re-elected at that meeting for a three-
year term. At our annual general meeting held in 2008, the term of the third class, consisting of Gittit
Guberman, expired, she did not stand for reelection and Arik Ramot was elected in her place for a three-
year term. At our annual general
meeting on December 31, 2009, the term of the first class, consisting of Tamar Gottlieb and Yaron Adler, expired, Tamar Gottlieb was reelected,
Yaron Adler was not and Arik Czerniak was elected in his place for a three-
year term. The external directors will not be assigned a class and will
serve in accordance with Israeli law. On March 30, 2009 the term of one of our external directors, Mr. James H. Lee, expired and at the
extraordinary shareholder meeting on July 9, 2009, Avichay Nissenbaum was elected as an external director for a three-
year term. David
Jutkowitz' term as an external director of the Company shall expire on December 2010, and in accordance with the Israeli Companies Law, may
be extended for an additional three years at the 2010 annual shareholders meeting.
If the number of directors constituting the board 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
the board shorten the term of any incumbent director.
The board 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 general meeting of our shareholders at which the term of his or her class expires, unless otherwise stated in the appointing resolution.
There is no limitation on the number of terms that a director may serve. As described below, external directors may serve two terms of
three years each and, subject to certain conditions, an unlimited number of subsequent three-year terms.
Nominations for the election of directors may be made by our board of directors in view of the recommendation of the nominating and
governance committee or, subject to the Companies Law, by any 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.
Shareholders may remove a director who is not an external director from office only by a resolution approved by shareholders holding
more than two-thirds of the voting power of the issued and outstanding share capital of IncrediMail.
The board of directors appoints its chairperson from among its members in accordance with our articles of association and subject to the
provisions of the Companies Law. Pursuant and subject to our articles of association, the chairperson convenes and presides over the meetings of
the board. The quorum required for meetings of the board is a majority of the members of the board who are lawfully entitled to participate and
vote at the meeting, and resolutions are approved by a vote of the majority of the members present. If the board of directors meeting is adjourned
for failure to obtain a quorum and at the adjourned meeting a quorum is not present, then the quorum shall be constituted by the presence of two
directors then in office who are lawfully entitled to participate and vote at that meeting. A director may appoint an alternate director to attend a
meeting in his or her place, but an alternate director so appointed must be approved by the board prior to the relevant meeting.
Pursuant to the requirements of the Israeli Companies Law, our board has determined that at least one of our directors must have
accounting and financial expertise (in addition to the external director that must have accounting and finance expertise). In determining such
number of directors, the board considered, among other things, the business of our Company, our size and the scope and complexity of our
operations. Such determination also took into account our total number of directors as set forth in the articles of association in accordance with
the Israeli Companies Law.
Each of our executive officers serves at the discretion of our board of directors and holds office until his or her successor is elected or
his or her earlier resignation or removal.
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