Incredimail 2014 Annual Report Download - page 59

Mr. Mandelbaum also receives certain additional benefits, such as a company car, health insurance, life insurance and a mobile phone.
Mr. Mandelbaum has agreed not to compete with us during his term of employment and for a period of 180 days thereafter. His employment
agreement also contains customary confidentiality and intellectual property assignment provisions.
We also have employment agreements with our other executive officers. These agreements do not contain any change of control
provisions and otherwise contain salary, benefit and non-competition provisions that we believe to be customary in our industry.
C. BOARD PRACTICES
Corporate Governance Practices
We are incorporated in Israel and therefore are subject to various corporate governance practices under the Companies Law, relating to
such matters as external directors, the audit committee, the internal auditor and approvals of interested party transactions. These matters are in
addition to the ongoing listing conditions of NASDAQ and other relevant provisions of U.S. securities laws. Under the NASDAQ Listing Rules,
a foreign private issuer may generally follow its home country rules of corporate governance in lieu of the comparable NASDAQ requirements,
except for certain matters such as composition and responsibilities of the audit committee. For further information, see "Item 16.G –
Corporate
Governance."
NASDAQ Requirements
Under the NASDAQ Listing Rules, a majority of our directors are required to be "independent directors" as defined in the NASDAQ
Listing Rules. Four out of the six members of our board of directors, Tamar Gottlieb, Alan Gelman, David Jutkowitz and Avichay Nissenbaum,
are independent directors under the NASDAQ requirements.
We are also required by the NASDAQ Listing Rules to have an audit committee, all of whose members must satisfy certain
independence requirements.
The NASDAQ Listing Rules require that director nominees be selected or recommended for the board’
s selection either by a committee
composed solely of independent directors or by a majority of the independent directors on the board, subject to limited exceptions. Pursuant to
such an exception, our nominating and governance committee is currently composed of a majority of independent directors.
See Item "16.G – Corporate Governance" for exemptions that we have taken from certain NASDAQ Listing Rule requirements.
Israeli Companies Law
Board of Directors
According to the Companies Law and our articles of association, our board of directors is responsible, among other things, for:
Our board of directors may exercise all powers and may take all actions that are not specifically granted to our shareholders. Our board
of directors also appoints and may remove our chief executive officer and may appoint or remove other executive officers, subject to any rights
that the executive officers may have under their employment agreements.
• establishing our policies and overseeing the performance and activities of our chief executive officer;
•
convening shareholders’ meetings;
• approving our financial statements;
•
determining our plans of action, principles for funding them and the priorities among them, our organizational structure and
examining our financial status; and
• issuing securities and distributing dividends.
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