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Board Committees

Audit committee
Under the Israeli Companies Law, 5759-199 (the "Israeli Act"), the board of directors of a public company must appoint an audit committee from among its members. The number of members of the audit committee must be no fewer than three directors, including all the "external directors" which every Israeli public company is required to have and with the majority of independent directors (according to the definition of independency under the Israeli Act). The Company has established an audit committee of the Board (the "Audit Committee"). Currently, the committee is comprised of Arie Schor, Ran Shahor and Derek Zissman who serves as the chairman of the Audit Committee.

The Audit Committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Company is properly measured and reported on. It receives and reviews reports from the Company's management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee is given unrestricted access to the Company's auditors. Under the Israeli Act, the Audit Committee's role also includes the review and approval of certain related party transactions.

The Audit Committee holds, twice a year, a discussion regarding deficiencies in the management of the Company's business in the presence of the internal auditor and the external auditor of the Company, and without the presence of the officers who are not members of the Audit Committee, after giving them the opportunity to express their views.

Following the resolution of the Board dated December 14, 2017, as of April 1st 2018, the Audit Committee serves also as the Remuneration Committee. The consolidation of the two committees was approved by the Board pursuant to the terms of Article 118A of the Israeli Companies Law. The Audit Committee also serves the role of the nomination committee of the Company at the request of the Board.

The responsibility of the Audit Committee, with respect to remuneration issues, is to make recommendations to the Board with respect to updates on the Company's remuneration policy for the terms of service and employment of office holders and to examine the remuneration policy's implementation from time to time. In addition, the Remuneration Committee decides whether to approve transactions concerning the terms of service or employment of the office holders of the Company and holds the authority to provide an exemption, under certain circumstances, from obtaining approval of the general meeting of the shareholders, to the appointment of a candidate to serve as the chief executive officer. The Company's remuneration policy is published on the Company's website.

The Audit Committee adheres to detailed terms of reference, which are available for inspection upon request. The Audit Committee regularly reports its decisions and recommendations to the Board.



Last update: 03/05/2020