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CHECK POINT SOFTWARE
FORM 20-F DFN ON-BOA
ˆ200FDMqk04fNLGV7^Š
200FDMqk04fNLGV7
RR Donnelley ProFile wcrdoc1
10.10.12 WCRpf_rend 26-Mar-2012 17:27 EST
229899 TX 56 2*
PAL
09-Apr-2012 13:21 EST CURR
PS PMT 1C
As of December 31, 2011, Yoav Chelouche, Irwin Federman, Guy Gecht, Dan Propper, Ray Rothrock,
David Rubner and Tal Shavit are our independent directors under the applicable NASDAQ regulations and the
Israeli Companies Law. Our independent directors have regularly held meetings at which only independent
directors are present.
Committees of the Board of Directors
Our articles of association provide that the board of directors may delegate all of its powers to committees
of the board as it deems appropriate, subject to the provisions of Israeli law. Our board of directors has
established an audit committee, compensation committee and nominating committee.
Audit committee. Under the Israeli Companies Law, the board of directors of any public company must
establish an audit committee. The audit committee must consist of at least three directors, must include all of the
outside directors (including one outside director serving as the chair of the audit committee), and a majority of
the committee members must comply with the director independence requirements prescribed by the Israeli
Companies Law.
The audit committee may not include the chairman of the board, or any director employed by us, by a
controlling shareholder or by any entity controlled by a controlling shareholder, or any director providing
services to us, to a controlling shareholder or to any entity controlled by a controlling shareholder on a regular
basis, or any director whose income is primarily dependent on a controlling shareholder, and may not include a
controlling shareholder or any relatives of a controlling shareholder. Individuals who are not permitted to be
audit committee members may not participate in the committee’s meetings other than to present a particular issue
at the request of the chair of the committee. However, an employee who is not a controlling shareholder or
relative may participate in the committee’s discussions but not in any vote, and the company’s legal counsel and
corporate secretary (if they are not a controlling shareholder or relative) may participate in the committee’s
discussions and votes if requested by the committee.
In addition, the NASDAQ regulations also require us to maintain an audit committee consisting of at least
three directors, all of whom must be independent under the NASDAQ regulations applicable to audit committee
members. Irwin Federman is the chairman of the audit committee. Yoav Chelouche, Guy Gecht and Ray
Rothrock serve as the other members of our audit committee. The audit committee has adopted an audit
committee charter as required by the NASDAQ regulations.
The audit committee’s duties include providing assistance to the board of directors in fulfilling its legal and
fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal
compliance functions. In this respect the audit committee approves the services performed by our independent
accountants and reviews their reports regarding our accounting practices and systems of internal accounting
controls. The audit committee also oversees the audits conducted by our independent accountants and takes those
actions, as it deems necessary to satisfy itself that the accountants are independent of management. Under the
Israeli Companies Law, the audit committee also is required to monitor whether there are any deficiencies in the
administration of our company, including by consulting with the internal auditor and independent accountant, to
review, classify and approve related party transactions and extraordinary transactions, to review the internal
auditor’s audit plan and to establish and monitor whistleblower procedures.
Under the Israeli Companies Law, a meeting of the audit committee is properly convened if a majority of
the committee members attend the meeting, and in addition a majority of the attending committee members are
independent directors within the meaning of the Israeli Companies Law and include at least one outside director.
Compensation committee. Our compensation committee consists of Irwin Federman, Guy Gecht and Ray
Rothrock. The compensation committee’s duties include making recommendations to the board of directors
regarding the issuance of employee equity incentives under our equity incentive plans, and determining salaries
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