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BDO Israel<br />

DOING BUSINESS IN ISRAEL<br />

or substantial relationship with its business management.<br />

Regulations published in 2000 concern compensation and<br />

expense payments to an “Independent Director”. These<br />

regulations classify companies according to different levels,<br />

based on their capital, and they also determine the amount of<br />

compensation and expense payments to which the<br />

“Independent Director” is entitled.<br />

♦ If all the directors are of the same gender, directors of the<br />

opposite gender should be appointed as "Independent<br />

Directors".<br />

♦ Appoint a certified public accountant (CPA), responsible,<br />

inter alia, for auditing the company’s annual financial<br />

statements.<br />

♦ Appoint an audit committee comprised of at least three<br />

directors. All "Independent Directors" must be members of<br />

the audit committee.<br />

♦ Appoint an internal auditor.<br />

♦ File annual and quarterly financial statements with the<br />

Registrar of Companies, the TASE, and the Securities<br />

Authority.<br />

♦ Publish a prospectus in respect of any public offering.<br />

♦ Report immediately on any major event.<br />

♦ Report on any potential conflict of interests between the<br />

company and its controlling stockholders.<br />

♦ New regulations were published during 2000 concerning<br />

proof of stock ownership for voting at the general meeting.<br />

Furthermore, there are regulations for convening reporting<br />

general meetings and meetings of stockholders in public<br />

companies, negotiating mergers, acquisition offers, and<br />

concessions in transactions with interested parties.<br />

♦ New regulations were published in 2000, which were<br />

updated over the years to include the GAAP rules adopted by<br />

the Israeli legislation and regulations, to simplify the rigorous<br />

approval requirements prescribed by the Companies Law<br />

concerning transactions between a company and an interested<br />

party. Various concessions were granted to public companies<br />

33

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