Incredimail 2009 Annual Report Download - page 79

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(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 related to dividend distribution and
possible 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
2008
2009
Audit Fees
$
128
$
96
Tax Fees
83
92
Total
$
211
$
188
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
73