Incredimail 2012 Annual Report Download - page 59

Compensation Committee
Our compensation committee is authorized to, among other things, review, approve and recommend to our board of directors base
salaries, incentive bonuses, including the specific goals and amounts, stock option grants, employment agreements, and any other benefits,
compensation or arrangements of our executive officers and directors. Under a recent amendment to the Companies Law, our compensation
committee must be comprised of at least three directors, include all of the external directors, its other members must satisfy certain independence
standards under the Companies Law, and the chairman is required to be an external director. In addition, pursuant to the amendment, our
compensation committee is required to propose for shareholder approval by a special majority, a policy governing the compensation of office
holders based on specified criteria, to review, from time to time, modifications to the compensation policy and examine its implementation; to
approve the actual compensation terms of office holders prior to approval thereof by the board of directors; and to resolve whether to exempt the
compensation terms of a candidate for chief executive officer from shareholder approval. Our compensation committee also oversees the
administration of our equity based plan .
Our compensation committee consists of Messrs. David Jutkowitz, the chairman of our compensation committee, Ms. Iris Beck and Mr.
Avichay Nissenbaum, all of whom satisfy the respective “independence”
requirements of the Companies Law, SEC and NASDAQ Listing Rules
for compensation committee members. Our compensation committee meets at least once each quarter, with additional special meetings
scheduled when required.
Investment Committee
Our investment committee is comprised of Tamar Gottlieb, David Jutkowitz, Avichay Nissenbaum and Josef Mandelbaum. The
Investment Committee is responsible for formulating the overall investment policies of the Company, and establishing investment guidelines in
furtherance of those policies. The Committee monitors the management of the portfolio for compliance with the investment policies and
guidelines and for meeting performance objectives over time as well as assist the board of directors in fulfilling its oversight responsibility for
the investment of assets of the company.
Nominating and Governance Committee
Our nominating and governance committee is comprised of Tamar Gottlieb and David Jutkowitz, and operates pursuant to a written
charter. It is responsible for making recommendations to the board of directors regarding candidates for directorships and the size and
composition of the board. In addition, the committee is responsible for overseeing our corporate governance guidelines and reporting and
making recommendations to the board concerning corporate governance matters. Under the Companies Law, the nominations for director are
generally made by our directors but may be made by one or more 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.
Internal Auditor
Under the Companies Law, the board of directors of a public company must appoint an internal auditor nominated in accordance with
the audit committee’s recommendation. The role of the internal auditor is to examine whether a company’
s actions comply with the law and
proper business procedure. The internal auditor may be an employee of the company employed specifically to perform internal audit functions
but may not be an interested party or office holder, or a relative of any interested party or office holder, and may not be a member of the
company’
s independent accounting firm or its representative. The Companies Law defines an interested party as a substantial shareholder of 5%
or more of the shares or voting rights of a company, any person or entity that has the right to nominate or appoint at least one director or the
general manager of the company or any person who serves as a director or as the general manager of a company. The internal auditor’
s term of
office shall not be terminated without his or her consent, nor shall he or she be suspended from such position unless the board of directors has so
resolved after hearing the opinion of the audit committee and after giving him or her a reasonable opportunity to present his or her position to the
board and to the audit committee. Mr. Yuli Yardeni of the accounting firm of Yardeni-Gelfand is our internal auditor.
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