Incredimail 2011 Annual Report Download - page 84

Our board of directors has determined that Mr. David Jutkowitz, who is an independent director (as defined in the NASDAQ Listing 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 Listing 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 can be found on
our website at: www.perion.com .
Fees for the professional services rendered by our independent accountants Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, for each of
the last two fiscal years were as follows (in thousands):
Audit Fees include fees for professional services rendered by our principal accountant in connection with the audit of our consolidated annual financial
statements and review of our unaudited interim financial statements.
Audit related fees include consultation regarding financial reporting and due diligence in connection with acquisitions.
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.
[Rese
r
ved]
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
ITEM 16B.
CODE OF
ET
HICS
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
2010
2011
Audit Fees
$
128
$
173
Tax Fees
68
150
Audit related fee
9
39
Total
$
205
$
362
ITEM 16D.
EXEM
PTI
ONS FROM THE LISTIN
G
STANDARDS FOR AUDIT COMMITTEES
None.
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