Incredimail 2011 Annual Report Download - page 52

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 the Company.
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. Subject to
the provisions of the Israeli Companies Law 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 directors 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.
External Directors
Under the Israeli Companies Law, Israeli companies whose shares have been offered to the public in or outside of Israel are required to appoint at least two
external directors to serve on their board of directors for a three year term. At the extraordinary shareholder meeting held on July 9, 2009, Mr. Avichay Nissenbaum
was appointed as an external director. In addition Mr. David Jutkowitz was appointed as an external director at the annual shareholders meeting held on December 27,
2007 and reappointed at the annual shareholders meeting held on January 6, 2011.
Each committee of the board of directors entitled to exercise any powers of the board is required to include at least one external director. The audit committee
must include all the external directors.
In accordance with the Companies Law, and the provisions of a recent amendment which was enacted and went into effect during 2011, a person may be
appointed as an external director if he or she has professional qualifications or if he or she has accounting and financial expertise. In addition, at least one of the
external directors must have accounting and financial expertise. A person may not serve as an external director, if he is a relative of a person controlling the Company,
or if at the date of his or her appointment or within the prior two years, that person, or his or her relatives, partners, employers, to whom he reports directly or
indirectly or entities under his or her control, are subject to, have or had any affiliation with us, to any entity or person controlling us or to a relative of any entity or
person controlling us, at the time of appointment or to another entity, and in a company where there is no person or entity controlling it or a shareholder with a control
block of at least 25% of the votes in a shareholders meeting, there is also no affiliation to anyone whom, on the date of appointment, is the chairperson of the board of
directors of the company, chief executive officer, a major shareholder who holds at least 5% of the issued and outstanding shares of the company or 5% of the votes at
a shareholders meeting, or the most senior executive officer in the finance department of the company. Under the Companies Law, "affiliation" is defined in this
context to include an employment relationship, a business or professional relationship maintained on a regular basis, control or service as an office holder. However,
the service of a director who was appointed for the purpose of being an external director in a company that intends to first offer its shares to the public is not
considered a prohibited affiliation. An office holder is defined in the Companies Law as any general manager, chief business manager, deputy general manager, vice
general manager, or any manager assuming the responsibilities of any of these positions regardless of that person’
s title, as well as a director, or a manager directly
subordinate to the general manager.
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