Incredimail 2009 Annual Report Download - page 63

Approvals.
The Israeli Companies Law provides that a transaction with an office holder or a transaction in which an office holder has a
personal interest may not be approved if it is adverse to the company’
s interest. In addition, such a transaction generally requires board approval,
unless the transaction is an extraordinary transaction or the articles of association provide otherwise. If the transaction is an extraordinary
transaction, or if it concerns exculpation, indemnification or insurance of an office holder, then in addition to any approval stipulated by the
articles of association, approvals of the company’
s audit committee and the board of directors is required. Exculpation, indemnification,
insurance or compensation of a director also would require shareholder approval. A director who has a personal interest in a matter that is
considered at a meeting of the board of directors or the audit committee may not attend that meeting or vote on that matter, unless a majority of
the board of directors or the audit committee also has a personal interest in the matter. If a majority of the board of directors or the audit
committee has a personal interest in the transaction, shareholder approval is also required.
Shareholders
The Israeli Companies Law imposes the same disclosure requirements, as described above, on a controlling shareholder of a public
company that it imposes on an office holder. For these purposes, a controlling shareholder is any shareholder that has the ability to direct the
company’
s actions, including any shareholder holding 25% or more of the voting rights if no other shareholder owns more than 50% of the
voting rights in the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one
shareholder.
Approval of the audit committee, the board of directors and our shareholders is required for:
Under the Israeli Companies Law, a shareholder has a duty to act in good faith towards the company and other shareholders and to
refrain from abusing his or her power in the company including, among other things, when voting in a general meeting of shareholders or in a
class meeting on the following matters:
A shareholder has a general duty to refrain from depriving any other shareholder of their rights as a shareholder. In addition, any
controlling shareholder, any shareholder who knows that it possesses the power to determine the outcome of a shareholder or class vote and any
shareholder who, pursuant to the company’
s articles of association has the power to appoint or prevent the appointment of an office holder in the
company, is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty of fairness.
●
extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest; and
●
employment of a controlling shareholder or a relative of a controlling shareholder.
The shareholder approval must include the majority of shares voted at the meeting. In addition, either:
●
the majority must include at least one
-
third of the shares of the voting shareholders who have no personal interest in the
transaction voted at the meeting (excluding abstaining votes); or
●
the total shareholdings of those who have no personal interest in the transaction and who vote against the transaction must not
represent more than 1% of the aggregate voting rights in the company.
●
any amendment to the articles of association;
●
an increase in the company
’
s authorized share capital;
●
a merger; or
●
approval of related party transactions that require shareholder approval.
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