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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 56
CHECK POINT SOFTWARE FORM 20-F DFN ON-BOA ˆ200FDMqk04fNReF7+Š 200FDMqk04fNReF7 RR Donnelley ProFile wcrdoc1 10.10.12 WCRpf_rend 26-Mar-2012 17:27 EST 229899 TX 57 2* PAL 09-Apr-2012 13:21 EST CURR PS PMT 1C and bonuses for some of our executive officers and incentives for our other employees. The compensation committee has adopted a compensation committee charter. Nominating committee. The nominating committee identifies prospective board candidates, recommends nominees for election to our board of directors, develops and recommends board member selection criteria, considers committee member qualification, supervises the selection and composition of committees of our board of directors, and provides oversight in the evaluation of our board of directors and each committee. Our nominating committee consists of Irwin Federman, Ray Rothrock, David Rubner and Tal Shavit. The nominating committee has adopted a nominating committee charter. Employees As of December 31, 2011, we had 2,372 employees. Over the past three years, the number of our employees by function was as follows: As of December 31, 2011 Function 2009 2010 2011 Research, development and quality assurance ................ 740 802 838 Marketing, sales and business development ................. 804 864 928 Customer support ...................................... 284 296 303 Information systems, administration, finance and operations .... 284 277 303 Total ................................................ 2,112 2,239 2,372 From time to time, we also engage a limited number of subcontractors. As of December 31, 2011, we had 99 contractors. Over the past three years, the number of our employees by geographic area was as follows: As of December 31, 2011 Region 2009 2010 2011 Israel ................................................ 866 973 1078 United States ......................................... 675 632 633 Rest of the World ...................................... 571 634 661 Total ................................................ 2,112 2,239 2,372 We are subject to Israeli labor laws and regulations with respect to our Israeli employees. The Israeli labor laws differ materially from U.S. labor laws and, in some cases, impose material obligations on us (such as severance pay and mandatory cost of living increases). We are also subject to the labor laws and regulations of other jurisdictions in the world where we have employees. Share Ownership The following table shows information regarding beneficial ownership by our directors and executive officers as of January 31, 2012. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all of the shares shown as beneficially owned, subject to 57
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