Incredimail 2012 Annual Report Download - page 55

Israeli Companies Law
Board of Directors
According to the Companies Law and our articles of association, our board of directors is responsible, among other things, for:
Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders. 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 their employment agreements.
Our board of directors currently consists of seven directors, two of whom qualify as "external directors" under Israeli law and have also
been determined by our board of directors to qualify as "independent" for the purpose of the NASDAQ Listing Rules. 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. Our annual meeting of shareholders is required to be held at least once during every calendar year and not more than fifteen months
after the last preceding meeting. At our 2012 annual meeting of shareholders, held on September 27, 2012, Ms. Tamar Gottlieb was reelected as
a director for an additional three-year term and Ms. Adi Soffer Teeni was elected as a director for an initial three-
year term. At our 2011 annual
meeting of shareholders, held on October 27, 2011, Ms. Iris Beck was elected as a director for an initial three-
year term. At our 2010 annual
meeting of shareholders, held on January 6, 2011, Mr. Josef Mandelbaum was elected as a director for an initial three-
year term. The external
directors are not assigned to a class and are elected in accordance with the Companies Law. On September 27, 2012, Mr. Avichay Nissenbaum
was reelected to serve as an external director for a second three-
year term. At our 2010 annual meeting of shareholders, held on January 6, 2011,
Mr. David Jutkowitz was reelected to serve as an external director for a second three-
year term. In August 2011 our board of directors appointed
Mr. Alan Gelman as a director, to fill a vacancy. Mr. Gelman was appointed to serve as a director until the 2013 annual meeting of shareholders,
and the election of his successor.
If the number of directors constituting our board of directors 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 our board of directors reduce the term of any then current director.
Our board of directors 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 meeting of shareholders at which the term of his class expires, unless otherwise determined by our board
of directors. There is
no limitation on the number of terms that a non-external director may serve.
Shareholders may remove a non-
external director from office by a resolution passed at a meeting of shareholders by a vote of the
holders of more than two-thirds of our voting power.
A resolution proposed at any meeting of our board of directors is deemed adopted if approved by a majority of the directors present and
voting on the matter. Under the Companies Law, our board of directors must determine the minimum number of directors having financial and
accounting expertise, as defined in the regulations that our board of directors should have. In determining the number of directors required to
have such expertise, the board of directors must consider, among other things, the type and size of the company and the scope and complexity of
its operations. Our board of directors has determined that we require at least one director with the requisite financial and accounting expertise
and that Mr. David Jutkowitz has such expertise.
• establishing our policies and overseeing the performance and activities of our chief executive officer;
•
convening shareholders’ meetings;
•
approving our financial statements;
•
determining our plans of action, principles for funding them and the priorities among them, our organizational structure and
examining our financial status; and
• issuing securities and distributing dividends.
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