Incredimail 2013 Annual Report Download - page 164

CHIEF EXECUTIVE OFFICER
MINUTES
60.
Subject to the Articles and the Law, the Board may from time to time appoint one or more persons, whether or not directors, as the
General Manager, Chief Executive Officer, and/or President of the Company (the “Chief Executive Officer”).
Subject to the Law, the
powers, authorities and responsibilities any such Chief Executive Officer shall have shall be those that the Board may, at its discretion,
lawfully confer on the same. The Board may, from time to time, as the Board may deem fit, modify or revoke, such title(s), duties and
authorities the Board conferred as aforesaid. Subject to the Articles and the Law, any such appointment(s) and any such powers,
authorities and responsibilities may be either for a fixed term or without any limitation of time, and may be made upon such conditions
and subject to such limitations and restrictions as the Board may, from time to time, determine. In addition, the Board may from time to
time (subject to the provisions of any applicable law or the rules of any stock exchange upon which securities of the Company are listed
or included for quotation and of any contract between any such person(s) and the Company) determine the salary of any such person(s)
and remove or dismiss any such person(s) from office and appoint another or others in his or their place.
61. The management and the operation of the Company’
s affairs and business in accordance with the policies determined by the Board
shall be vested in the Chief Executive Officer, in addition to all powers and authorities of the Chief Executive Officer, as specified in
the Law. Without derogating from the above, all powers of management and executive authority that are not vested by the Law or by
the Articles in another organ of the Company shall be vested in the Chief Executive Officer.
62.
The Company shall cause minutes to be recorded of all general meetings of the Company and also of all appointments of directors and
Office Holders and of the proceedings of all meetings of the Board and any Committees thereof. Such minutes shall set forth the names
of persons present and all business transacted at such meetings. Any such minutes of any meeting, if purporting to be signed by the
chairperson of such meeting or of the next succeeding meeting, or by the chairperson of the Board or the secretary of the Company,
shall be prima facie
evidence of the facts therein stated. Minutes of a meeting shall be kept at the Office for the period, and in the
manner, prescribed in the Law.
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