Incredimail 2011 Annual Report Download - page 51

C. BOARD PRACTICES
Board of Directors and Executive Officers
We are deemed a "limited liability public company" under the Israeli Companies Law. As a limited liability public company, we are managed by a board of
directors and by our executive officers. Under the Israeli Companies Law and our articles of association, the board of directors is responsible, among other things, for:
Our board of directors also appoints and may remove our chief executive officer and may appoint or remove other executive officers, subject to any rights
that the executive officers may have under employment agreements.
Upon the closing of our initial public offering (meaning, January 30, 2006), all previously existing special rights to appoint or serve as directors had
terminated and our articles of association were amended to remove these special rights.
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 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. At our
2011 annual general meeting held in October 2011, the term of the third class, consisting of Arik Ramot, expired, he did not stand for reelection and Iris Beck 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 July 9, 2009, Avichay
Nissenbaum was elected as an external director for a three
-
year term and at our 2010 annual shareholder meeting held on January 6, 2011, David Jutkowitz was
reelected for another three year term as an external director of the Company, Ofer Adler was reelected for a three year term as director, and Josef Mandelbaum was
elected for a three year term as director. In August 2011 the Board of Directors appointed Alan Gelman, to fill the vacancy occurring after the resignation of Ofer
Adler for personal reasons, which took effect on August 7
th
2011. Mr. Gelman was appointed to complete Mr. Adler’
s term until the annual meeting of shareholders
of the Company to be held in the year 2013 and the due election of his successor.
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. However, as described below, external directors may serve one term of three
years, and subject to certain conditions, an additional two terms of three years each, under specific conditions as prescribed by law.
• establishing our policies and overseeing the performance and activities of our chief executive officer;
•
convening shareholders
’
meetings;
• preparing and approving our financial statements;
•
determining our plans of action, principles for funding them and the priorities among them, our organizational structure and wage policy and
examining our financial status;
• issuing securities and distributing dividends.
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