The Board of Directors of the Company (the “Board”) comprises two Executive Directors and six Non-Executive Directors, out of which five are Independent Directors. The Board have the appropriate core competencies and diversity of experience to enable them, in their collective wisdom, to contribute effectively to the Group.
The Independent Directors are also the non-executive Directors of the Company. They come from different professions and working backgrounds, bringing their wealth of knowledge, business expertise and contacts in the business community to the Company, and play an important role in helping the Company to shape its business strategy by allowing the Company to draw on their diverse backgrounds and working experience.
Additionally, under Israeli Companies Law, shareholders of public companies must elect, by a disinterested majority (as defined under the Israeli Companies Law), at least two members of the Board who qualify as “External Directors” under the Israeli Companies Law. External Directors must meet certain standards of independence at the time of their appointment and during the two-year period prior to their appointment. Under Israeli Companies Law, at least one of the External Directors must have “accounting and financial expertise” and the rest of the External Directors must have either “professional competence” or “accounting and financial expertise”.
Under the Israeli Companies Law and its regulations, a company’s CEO may serve as the chair of the board of directors of such a company, subject to the required approvals, including shareholders’ approval with a special majority, to be renewed following a period of 5 years as of the date on which the Company’s shares were first offered to the public, and thereafter every 3 years, as required under the Israeli Companies Law and its regulations.
Because the CEOs, Messrs. David Todd Dollinger and Stephen Louis Rhodes, also serve as Chairs of the Board as detailed above, and thereby are not considered Independent Directors, the Company is required under the 2018 Code to designate an Independent Director to serve as Lead Independent Director. The Company has appointed Ms. Elka Nir to serve as its Lead Independent Director. The Lead Independent Director is available to the shareholders where they have concerns and for which contact through the normal channels of the Chairman and CEO or the Chief Financial Officer (or equivalent) has failed to resolve or is inappropriate or inadequate.
Matters reserved for the Board’s decision are specified in detail under the Israeli Companies Law and the Company’s Articles of Association (the “Articles”), which provide that the Company’s business and affairs are managed under the direction and oversight of the Board, which may exercise all powers and may take all actions that are not specifically granted to the shareholders or to any other organ of the Company. The Board determines the Company’s policy and supervises the performance of the Chief Executive Officers’ (the “CEOs”) duties and actions and is authorized, amongst other things, to:
- determine the Company’s business plans, principles for funding them and the priorities between them;
- review the financial status and determine the credit the Company is authorized to obtain;
- determine the Company’s organizational structure and remuneration policy;
- resolve to issue a series of debentures;
- report to the Company’s shareholders on the status of the Company’s affairs and the results of its business operations at its annual general meetings (“AGM”);
- appoint and remove the CEO(s);
- resolve whether to approve (or disapprove) certain transactions, which require the approval of the Board under the Israeli Companies Law or the Articles;
- issue securities and securities convertible into shares up to the limit of the Company’s authorized share capital;
- resolve to effect a distribution in accordance with the Israeli Companies Law;
- provide the Company’s opinion in respect of a special tender offer as stipulated in the Israeli Companies Law; and
- determine the minimum number of Directors who should have accounting and financial expertise.
Apart from the matters that specifically require the Board’s approval as set forth above, the Board approves certain transactions of the Group exceeding certain threshold limits, while delegating authority for transactions below those limits to the Group’s management and/or the Group’s investment committees to optimize operational efficiency.
Our Board of Directors has established three (3) committees, namely, the Audit Committee, the Remuneration Committee, and the Nominating Committee.
These Board Committees have been constituted with clearly written terms of reference setting out the basic guiding principles for the establishment and activities of the respective Board Committees. Each Board Committee reviews and re-assesses the adequacy of its applicable terms of reference on an annal basis and submits such evaluation, including any recommendations for change, to the Board for consideration, review, discussion and approval. The Chairman of the respective Board Committees will report to the Board on the outcome of the Committee meetings and their recommendations on the specific agendas mandated to the Committee by the Board. The Board is ultimately responsible for the final decision on all matters.
In accordance with the Israeli Companies Law, every Director by virtue of his or her office occupies a fiduciary position with respect to the Company. A Director is not permitted to place him or herself in a situation where his or her interests conﬂict with his or her duty. If a director knows that he or she has a personal interest in an existing or proposed transaction of the Company, then he or she must disclose to the Company the nature of his personal interest, including any material fact or document.