Below is a summary of our current Board Committees structure and membership information. To learn more about individual Board members, visit the Board of Directors section of this site.
Pursuant to the rules of the Securities and Exchange Commission (the “SEC”) and the listing requirements of the NASDAQ Global Select Market, as a foreign private issuer, we are required to establish an audit committee consisting only of members who are U.S. “independent” directors as defined by SEC rules. In accordance with the Company’s Audit Committee Charter, our audit committee is responsible among other things, for overseeing the Company’s financial reporting process and the audits of the Company’s financial statements, including monitoring the integrity of the Company’s financial statements and the independence and performance of the Company’s internal and external auditors. Our audit committee is also directly responsible for the appointment, remuneration and oversight of our independent auditor.
The Israeli Companies Law requires public companies, including Partner, to appoint an audit committee comprised of at least three Board members, including all the company’s external directors, the majority of whom must be Israeli independent directors. Under the Israeli Companies Law, the chairman of the audit committee is required to be an external director and neither the controlling party or his relative, the chairman of the Board of Directors, any director employed by the company or by its controlling party or by an entity controlled by the controlling party, any director who regularly provides services to the company, to its controlling party or to an entity controlled by the controlling party, nor any director who derives most of its income from the controlling party, may be eligible to serve as a member of the audit committee. Our audit committee is comprised of both our external directors and of an Israeli independent director. The responsibilities of our audit committee under the Companies Law include, inter alia, identifying irregularities in the management of the company’s business and approving related party transactions as required by law, determining whether certain related party actions and transactions are “material” or “extraordinary” in connection with their approval procedures, assessing the scope of work and remuneration of the company’s independent auditor, assessing the company’s internal audit system and the performance of its internal auditor and making arrangements regarding the handling of complaints by employees about company’s business management deficiencies and regarding the protection given to employees who have made complaints.
Our audit committee consists of three Board of Directors members, Dr. Michael Anghel, Mr. Barry Ben- Zeev, and Mr. Arik Steinberg, all of whom meet the SEC’s definition of independent directors for the purpose of serving as audit committee members as well as the Israeli Companies Law’s definition of independent directors, and two of whom (Dr. Michael Anghel and Mr. Barry Ben-Zeev) are external directors. In accordance with the SEC definition of “independent” director, none of them is an affiliated person of Partner or any subsidiary of Partner.
The Board of Directors has determined that all three audit committee members are “audit committee financial experts” as defined by applicable SEC regulations.
In accordance with the requirements set forth in the Israeli Companies Law (which are substantially identical to those that apply to the audit committee), our compensation committee consists of three Board of Directors members, two of whom are external directors (Dr. Michael Anghel and Mr. Barry Ben-Zeev) and one of whom is an Israeli independent director (Mr. Arik Steinberg).
The following information summarizes selected portions of Amendment 20 to the Israeli Companies Law which entered into effect on December 12, 2012:
The role of the compensation committee is to (i) recommend to the Board of Directors the Compensation Policy (as defined below) for directors and officers, and, once every three years, to make a recommendation regarding the extension of the Compensation Policy if approved for a period of more than three years; (ii) recommend to the directors regarding the update of the Compensation Policy, from time to time, and examine its implementation; (iii) decide whether to approve the terms of office and employment of directors and officers when approval of the compensation committee is required in accordance with Israeli Companies Law; and (iv) decide, in circumstances set forth under Israeli Companies Law, whether to exempt the approval of terms of office of a CEO from the requirements of shareholder approval.
The “Compensation Policy” must include, inter alia, the following provisions: (a) regarding variable components of the terms of service and employment: (1) establishing the components on the basis of long term performance and on measurable criteria but the company may determine that an insubstantial portion of such components will be awarded based on criteria that cannot be measured considering the contribution of the officer to the company, (2) the relationship between the variable components and fixed components, and the limit for the variable components’ value at the time of payment. However, regarding the equity variable components which are not settled in cash - limit to their value on their date of grant; (b) a provision that the officer will return to the company, under terms to be determined in the Compensation Policy, amounts paid to him or her as part of the terms of service and employment, if paid to him or her based on erroneous data and restated in the financial statements of the company; (c) minimum holding period or vesting of equity variable components of service and employment terms with reference to appropriate incentives for long-term perspective; and (d) the limit on retirement grants.
Israeli Companies Law requires that the Compensation Policy be approved by the Board of Directors and also by the shareholders either(i) in a count of votes at a general meeting, the majority of all of the votes of those shareholders participating at the meeting (excluding abstentions) who are not controlling shareholders and do not have a personal interest in the approval of the Compensation Policy, or (ii) the total number of votes against the proposal among the shareholders mentioned in the preceding clause (i) not exceeding two percent of the voting rights in the company. Every shareholder must disclose, prior to the shareholder vote, whether or not such shareholder has a personal interest in the approval of the Compensation Policy. If a shareholder does not indicate whether he or she has a personal interest, such shareholder will not vote and its vote will not be counted.
Pursuant to an amendment to our license from April 2005, a Board committee has been formed to deal with security matters. Only directors with the required clearance and those deemed appropriate by Israel’s General Security Service may be members of this committee. The committee must consist of at least four members, who are subject to the clearance required from the Israeli General Security Service and at least one external director. Where any matter requires a Board of Directors’ resolution and it is a security matter, then the committee should be authorized to discuss and to resolve such security matter and the resolution should bind the Company. However, in cases where the security matter concerned requires review by the Board of Directors or the audit committee according to the Israeli Companies Law or other applicable law, such as a transaction with a related party, it should be submitted for approval in accordance with the requirements of the applicable U.S. law, the Israeli Companies Law and any other applicable laws, provided that, in any case, only directors with security clearance can participate in any forum which will deal with security matters. On April 12, 2005, our Board of Directors approved the formation of the security committee to consist of four Israeli directors, who are subject to Israeli security clearance and security compatibility to be determined by the General Security Service.
Currently, Dr. Michael Anghel, Mr. Elon Shalev, Ms. Osnat Ronen and Mr.Arieh saban are members of the security committee.