Trendlines invests in, and incubates innovation-based medtech and agrifood technologies.
As intensely hands-on investors, we are involved in all aspects of our portfolio companies from technology development to business building.
Trendlines shares were listed for trade on SGX on 26 November 2015
For full information on our Corporate Governance, see the FY2021 Annual Report.
The Trendlines Group Ltd. (the “Company” or the “Group”) recognizes the importance of corporate governance and the offering of high standards of accountability to the shareholders of the Company. Good corporate governance establishes and maintains a legal and ethical environment in the Group to protect the interests of the shareholders and to maximize long-term shareholders’ value.
The Company has implemented the Code of Corporate Governance and the accompanying Practice Guidance (the “2018 Code”), subject however to compliance with the various corporate governance requirements under the Israeli Companies Law (the “Israeli Companies Law”) with which the Company, as a company incorporated in Israel whose shares are publicly traded on a stock exchange, is required to comply.
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:
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.
The Audit Committee composition is in compliance with the Israeli Companies Law following the election of the External Directors.
The Audit Committee is comprised of four Directors, all of whom, including the Chair, are Independent Directors who do not have any management and business relationships with the Company or any substantial shareholder of the Company. The Audit Committee includes the Company’s External Directors.
At its current composition, the Audit Committee comprises members who are appropriately qualified, having relevant accounting or related financial management expertise and experience to discharge the authority and duties delegated by the Board to the Audit Committee.
None of the Audit Committee members were previous partners or directors of the Company’s external audit firm within the last twenty-four months and none of the Audit Committee members hold any financial interest in the external audit firm.
The authority and duties delegated by the Board to the Audit Committee are detailed in written terms of reference approved by the Board, and include, inter alia:
Apart from the duties listed above, the Audit Committee shall commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or suspected infringement of any Israeli law, rule or regulation which has or is likely to have a material impact on the Group’s operating results and/or financial position.
The Audit Committee shall also commission an annual internal control audit until such time as the Audit Committee is satisfied that the Group’s internal controls are robust and effective enough to mitigate the Group’s internal control weaknesses (if any). The Company has established and maintains on an ongoing basis, an effective internal audit function that is adequately resourced and independent of the activities it audits.
The Nominating Committee comprises five Directors, a majority of whom are Independent Directors, including the Nominating Committee Chair. The Lead Independent Director is a member of the Nominating Committee.
The Nominating Committee is established, inter-alia, for the purposes of ensuring that the Company has a formal and transparent processes for all Board appointments, performance evaluation and professional development.
The authority and duties delegated by the Board to the Nominating Committee are detailed in written Terms of Reference approved by the Board, and include, inter alia:
Each member of our Nominating Committee will not take part in determining his or her own re-nomination or independence and shall abstain from voting on any resolutions in respect of the assessment of his or her performance or re-nomination as a Director. In the event that any member of our Nominating Committee has an interest in a matter being deliberated upon by our Nominating Committee, he or she will abstain from participating in the review and approval process relating to that matter.
Under the Israeli Companies Law, a public company must have a Remuneration Committee comprised of at least three directors, including all the external directors who must be the majority members and one must serve as the Chair of the committee. All remaining members must receive remuneration for their service as Directors of the Company, in accordance with the regulations under the Israeli Companies Law governing the remuneration of the external directors. The Remuneration Committee must not include the Chair (or Chairs) of the Board, any controlling shareholder or a relative of a controlling shareholder or any director employed by the Company or by the Company’s controlling shareholder or by an entity under the control of the Company’s controlling shareholder, or a Director who provides services, on a regular basis, to the Company, to its controlling shareholder or to any entity under the control of such controlling shareholder, as well as any Director whose principal livelihood derives from the Company’s controlling shareholder. Our remuneration committee is comprised of three Directors, all of whom are Independent Directors, including the Remuneration Committee Chair.
The authority and duties delegated by the Board to the Remuneration Committee are detailed in written terms of reference approved by the Board, and include, inter alia:
In addition, the Remuneration Committee will perform an annual review of the remuneration of both employees who are substantial shareholders of the Company and employees related to the Directors and/or substantial shareholder of the Company (as defined in the Catalist Rules) to ensure that their remuneration packages are fair and reasonable and in line with the Company’s staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities. The Remuneration Committee will also review and approve any bonuses, pay increases and/or promotions for these employees.
The Company encourages shareholders’ participation at the general meetings of its shareholders. All shareholders are entitled to attend and vote at general meetings in person or by proxy. The rules including the voting procedures are set out in the notice of general meetings, which are dispatched to shareholders via the SGXNet and on the Company’s website. A polling agent is appointed by the Company for general meetings who will explain the rules, including the voting procedures, that govern the general meetings of shareholders. All polling procedures are scrutinized by an independent scrutineer.
Being committed to good corporate practices, the Company treats all its shareholders fairly and equitably. To facilitate the exercise of shareholders’ rights, the Company ensures that all material information relating to the Group and its financial performance is disclosed in an accurate and timely manner via the SGXNet.
The Company ensures that its shareholders are notified of all material information in an accurate and timely manner. The Company’s unaudited, half-yearly and annual results are announced within the mandatory period prescribed by the Catalist Rules. The financial statements and other materials presented at the Company’s general meetings, including material and price-sensitive information, are disseminated, and publicly released via the SGXNet on a timely basis. All shareholders receive the annual report of the Company and the notice of the Company’s AGMs, which is also made publicly available in the press and released via the SGXNet. Shareholders and investors may contact the Company or access information regarding the Company on its website which provides, inter alia, corporate announcements, press releases, the latest financial results and presentations as released by the Company on the SGXNet, and contact details of its investor relations service provider.