Israel Company Law 1999

Article F: Minutes of Meetings of the Board of Directors

108. (a) A company shall prepare minutes of the proceedings at meetings of the board of directors and shall keep them at its registered office for a period of seven years from the date of the meeting.

(b) Minutes approved and signed by the chairman of the meeting or by the chairman of the board of directors shall serve as prima facie evidence of their contents.

Minutes of meetings of the board of directors

Article G: Defects in Convening Meetings of the Board of Directors

109. (a) A resolution passed at a meeting of the board of directors convened where the preconditions for convening it are lacking (hereinafter a “defect in convening”) may be abrogated at the request of any one of the following:

(1) a director who was present at the meeting, provided that prior to the passing of the defective resolution, he insisted that it should not be passed;

(2) a director who was entitled to be invited to a meeting but was not present, within a reasonable time after being made aware of the resolution and no later than the first meeting of the board of directors that takes place after he knew of the resolution;

(3) where the defect in convening relates to a notice regarding the place or time or convening the meeting, a director who arrived at the meeting despite the defect may not demand the abrogation of the resolutions.

(b) The provisions of subsection (a) shall not affect the validity of an act done for the company in respect of which the provisions of the last part of section 56(a) were fulfilled.

Defects in convening meetings

Article H: Committees of the Board of Directors

110. The board of directors may set up committees and appoint members of the board of directors to sit on them (hereinafter “committees of the board of directors”).

Setting up of committees

111. (a) A resolution passed or an act done by a committee of the board of directors shall be considered as a resolution passed or an act done by the board of directors, unless otherwise provided in the articles of association.

(b) A committee of the board of directors shall provide reports on a current basis to the board of directors regarding its resolutions or recommendations.

(c) Articles B to D shall apply, mutatis mutandis, to the convening of meetings of committees and the manner in which such meetings are held.

(d) Minutes of meetings of committees of the board of directors shall be prepared and kept as provided in section 108.

Acts of committees

112. (a) A board of directors may not delegate its powers to a committee of the board of directors with regard to the following matters, except for the purpose of recommendation only:

(1) determining the company’s general policy;

(2) distribution, unless in respect of purchase of shares in the company in a framework outlined by the company in advance;

(3) determining the position of the board of directors in respect of a matter requiring approval of the general meeting or the giving of an opinion as provided in section 329;

(4) appointing directors, if the board of directors is entitled to so appoint;

(5) allotting shares or securities convertible into shares or realizable as shares, or debenture series, unless the allotment is an allotment following the realization or conversion of securities in the company;

(6) approval of financial reports;

(7) approval of board of directors given to transactions and acts requiring the approval of the board of directors pursuant to the provisions of sections 255 and 268 to 275.

(b) A company may not stipulate conditions in its articles of association on the provisions of subsection (a), however, it may prescribe other matters in its articles of association in respect of which resolutions may be passed by the board of directors only.

Restriction on delegation of power

113. The board of directors may abrogate the resolution of a committee appointed by it; however, such abrogation shall not prejudice the validity of a resolution of a committee pursuant to which the company has acted towards another person who was unaware of the abrogation.

Abrogation of resolutions of committee