Incredimail 2014 Annual Report Download - page 72

Modification of Class Rights
The Companies Law provides that, unless otherwise provided by the articles of association, the rights of a particular class of shares may
not be adversely modified without the vote of a majority of the affected class at a separate class meeting.
Election of Directors
Our ordinary shares do not have cumulative voting rights in the election of directors. Therefore, the holders of ordinary shares
representing more than 50% of the voting power at the general meeting of the shareholders, in person or by proxy, have the power to elect all of
the directors whose positions are being filled at that meeting, to the exclusion of the remaining shareholders. External directors are elected by a
majority vote at a shareholders’ meeting, provided that either:
See "Item 6.C Board Practices" regarding our staggered board.
Transfer Agent and Registrar
American Stock Transfer and Trust Company is the transfer agent and registrar for our ordinary shares.
Approval of Related Party Transactions
Office Holders
The Companies Law codifies the fiduciary duties that office holders owe to a company. An office holder is defined in the Companies
Law as any general manager, chief business manager, deputy general manager, vice general manager, or any other person assuming the
responsibilities of any of these positions regardless of that person’
s title, as well as a director, or a manager directly subordinate to the general
manager.
Fiduciary duties. An office holder’
s fiduciary duties consist of a duty of loyalty and a duty of care. The duty of loyalty requires the
office holder to act in good faith and to the benefit of the company, to avoid any conflict of interest between the office holder’
s position in the
company and any other of his or her positions or personal affairs, and to avoid any competition with the company or the exploitation of any
business opportunity of the company in order to receive personal advantage for himself or others. This duty also requires him or her to reveal to
the company any information or documents relating to the company’
s affairs that the office holder has received due to his or her position as an
office holder. The duty of care requires an office holder to act with a level of care that a reasonable office holder in the same position would
employ under the same circumstances. This includes the duty to use reasonable means to obtain information regarding the advisability of a given
action submitted for his or her approval or performed by virtue of his or her position and all other relevant information pertaining to these
actions.
Compensation.
Every Israeli public company must adopt a compensation policy, recommended by the compensation committee, and
approved by the board of directors and the shareholders, in that order. The shareholder approval requires a majority of the votes cast by
shareholders, excluding any controlling shareholder and those who have a personal interest in the matter (similar to the threshold described
below under " – Shareholders"). In general, all office holders’ terms of compensation –
including fixed remuneration, bonuses, equity
compensation, retirement or termination payments, indemnification, liability insurance and the grant of an exemption from liability –
must
comply with the company's compensation policy. In addition, the compensation terms of directors, the chief executive officer, and any employee
or service provider who is considered a controlling shareholder generally must be approved separately by the compensation committee, the board
of directors and the shareholders of the company, in that order. The compensation terms of other officers require the approval of the
compensation committee and the board of directors.
Approvals.
The Companies Law provides that a transaction with an office holder or a transaction in which an office holder has a
personal interest may not be approved if it is adverse to the company’
s interest. In addition, such a transaction generally requires board approval,
unless the transaction is an extraordinary transaction, in which case it requires audit committee approval prior to the approval of the board of
directors. A person, including a director, who has a personal interest in a matter that is considered at a meeting of the board of directors or the
audit committee may not attend that meeting or vote on that matter; however, an office holder who has a personal interest in a transaction may be
present during the presentation of the matter if the board or committee chairman determined that such presence is necessary for the presentation
of the matter. A director with a personal interest in a matter that is considered at a meeting of the board of directors or the audit committee may
attend that meeting or vote on that matter if a majority of the board of directors or the audit committee also has a personal interest in the matter;
however, if a majority of the board of director has a personal interest, shareholder approval is also required.
• the majority of shares voted for the election includes at least a majority of the shares held by non-
controlling shareholders voted
at the meeting and excluding shares held by a person with a personal interest in the approval of the election, excluding a personal
interest which is not as a result of his connection with the controlling shareholder (excluding abstaining votes); or
• the total number of shares of non-
controlling shareholders voted against the election of the external director does not exceed two
percent of the aggregate voting rights in the company.
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