Incredimail 2012 Annual Report Download - page 88

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.
Not applicable.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16A.
AUDIT COMMITTEE FINANCIAL E
XP
ERT
ITEM 16B. CODE OF ETHICS
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
2011
2012
Audit Fees
$
173
$
181
Tax Fees
150
105
Audit Related fees
39
15
Total
$
362
$
301
ITEM 16D.
EXEMPTIONS FROM
THE LISTING
STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
78