Incredimail 2014 Annual Report Download - page 90

Our efforts to redesign and implement our internal control over financial report were hampered by rapid changes in the search industry,
which led us to announce a reorganization program on November 6, 2014. This entailed a significant reduction in the workforce in
various departments and the unification of certain departments, as a result of which, processes needed to be redesigned yet again.
We are fully committed to and invest significant efforts and resources in the process of designing, implementing and assessing our
internal control over financial reporting. We are at an advanced stage in the process of design and implementation of our internal
control over financial reporting and plan to initiate our management assessment thereof in March 2015 by performing risk assessment
by March 31, 2015. We then plan to document new processes and controls based on the risk assessment, update current controls where
necessary and perform controls testing to evaluate effectiveness.
This annual report does not include an attestation report of our registered public accounting firm because of the circumstances set forth
in paragraph (b) above.
Based on the evaluation conducted by our management, with the participation of our chief executive officer and chief financial officer,
pursuant to Rules 13a-15(d) and 15d-
15(d) promulgated under the Exchange Act, our management (including such officers) have concluded that
there were the following changes to our internal control over financial reporting that occurred during the period covered by this annual report
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting:
During the year ended December 31, 2014, as a result of the ClientConnect Acquisition, we integrated our financial reporting functions
and our controls and procedures between our legacy Perion and ClientConnect businesses. We have also been augmenting our company-
wide
controls to reflect the risks inherent in a business combination of the magnitude and complexity of the acquisition. For more information, see
paragraph (b) above.
Other than as described above, there were no other changes in our internal control over financial reporting that occurred during the
year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
Our board of directors has determined that each of Mr. David Jutkowitz and Mr. Alan Gelman, who are independent directors (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):
(c)
Attestation Report of Registered Public Accounting Firm
(d)
Changes in internal control over financial reporting
ITEM 16A.
AUDIT COMMITT
E
E FINANCIAL EXPERT
ITEM 16B.
CODE OF ETHICS
ITEM 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
2013
2014
Audit Fees
$
254
$
619
Tax Fees
106
213
Audit Related fees
91
59
Other
38
54
Total
$
490
$
945
84