On July 29, 2008 our audit Committee
and Board of Directors approved the payment to Ms. Winner of an annual fee, and a per
meeting attendance fee, equal to the minimum statutory amount stated in the Companies
Regulations (Rules for Compensation and Expenses of Outside Director) 5760-2000,
promulgated under the Israeli Companies Law, applicable to companies of our size as set
forth from time to time in the applicable regulations. The independent director
compensation was approved without shareholder approval in accordance with the Companies
Regulations (Relief from Related Party Transactions) 5760-2000, promulgated under the
Israeli Companies Law. In the event that within 14 days from the date of the disclosure of
the resolution of the Audit Committee and the Board of Directors, shareholders holding at
least 1% of our voting rights will so request, this resolution will be subject to the
approval of the general meeting of the shareholders of our company.
II. ELECTION OF OUTSIDE DIRECTORS
(Items 2A. and 2B. on the Proxy Card)
Under the Israeli Companies Law,
companies incorporated under the laws of the State of Israel whose shares have been
offered to the public are required to appoint at least two outside directors. The Israeli
Companies Law provides that a person may not be appointed as an outside director if the
person, or the persons relative, partner, employer or an entity under that
persons control, has or had during the two years preceding the date of appointment
any affiliation with the company, or any entity controlling, controlled by or under common
control with the company. The term relative means a spouse, sibling, parent,
grandparent, child or child of spouse or spouse of any of the above. The term
affiliation includes an employment relationship, a business or professional
relationship maintained on a regular basis, control and service as an office holder
(excluding service as an outside director of a company that is offering its shares to the
public for the first time).
In addition, no person may serve as
an outside director if the persons position or other activities create, or may
create, a conflict of interest with the persons responsibilities as director or may
otherwise interfere with the persons ability to serve as director. If, at the time
an outside director is appointed all members of the board of directors are of the same
gender, then that outside director must be of the other gender. A director of one company
may not be appointed as an outside director of another company if a director of the other
company is acting as an outside director of the first company at such time.
As of 2006, at least one of the
elected outside directors must have accounting and financial expertise and any
other outside director must have professional expertise or professional
qualification, as such terms are defined by regulations promulgated under the
Israeli Companies Law. This requirement does not apply to outside directors appointed
prior to 2006.
Any committee of the board of
directors must include at least one outside director and the audit committee must include
all of the outside directors. An outside director is entitled to compensation as provided
in regulations adopted under the Israeli Companies Law and is otherwise prohibited from
receiving any other compensation, directly or indirectly, in connection with such service.
In general, outside directors serve
for a three-year term, which may then be renewed for only one additional three-year
period. However, Israeli companies listed on certain stock exchanges outside Israel,
including the NASDAQ Global Market, may appoint an outside director for additional terms
of not more than three years each subject to certain conditions. Such conditions include
the determination by the audit committee and board of directors, that in view of the
directors professional expertise and special contribution to the companys
board of directors and its committees, the appointment of the outside director for an
additional term is in the best interest of the company.
An outside director may be removed
from office at the initiative of the board of directors at a special general meeting of
shareholders, if the board resolves that the statutory requirements for his or her
appointment as outside director no longer exist, or that the outside director has violated
his or her duty of loyalty to the company. The shareholder resolution regarding the
termination of office of an outside director requires the same majority that is required
for the election of an outside director. The court may order the termination of the office
of an outside director on the same grounds, following a motion filed by a director or a
shareholder of the company. If an outside directorship becomes vacant, the board of
directors is required under the Israeli Companies Law to convene a shareholders meeting
immediately to appoint a new outside director.
Ms.
Orly Guy and Ms. Ronit Gotliv were each elected by our shareholders to serve as
our outside directors pursuant to the provisions of the Israeli Companies Law
for initial three-year terms in our 2005 annual general meeting of
shareholders. At the Meeting, shareholders will be asked to reelect Ms.
Guy and Ms. Gotliv to serve as outside directors of our company for a second
three-year term effective as of this Meeting and expiring three years thereafter
on September 3, 2011.
The Companies Law provides that a
shareholders meeting at which the appointment of an outside directors is to be considered
will not be held unless the nominee has declared to the Company that he or she complies
with the qualifications for appointment as an outside director. The proposed nominees have
declared to the Company that they comply with the qualifications for re-appointment as an
outside director, and have agreed to stand for reelection.
An outside director is entitled to
compensation as provided in regulations adopted under the Israeli Companies Law and is
otherwise prohibited from receiving any other compensation, directly or indirectly, in
connection with such service. The payment of a directors fee to Ms. Guy and Ms.
Gotliv will be equal to the minimum statutory amount set forth in the Companies
Regulations (Rules Regarding Compensation and Expenses of an Outside Director)
2000.
Our Board of Directors has determined
that Ms. Guy and Ms. Gotliv qualify as outside directors within the meaning of the Israeli
Companies Law. Our Board of Directors has further determined that Ms. Guy has accounting
and financial expertise as well as professional expertise and that Ms. Gotliv has
professional expertise.
Set forth below is information about
Ms. Guy and Ms. Gotliv, including their principal occupation, business history and any
other directorships held.
Orly Guy
,
47,
has served as an outside director since July 2005 and is a member
of our audit committee. Ms. Guy has served as a managing partner of Guy Bachar and Co., a
Tel Aviv law firm specializing in civil-commercial law including litigation, capital
market law and real estate law, since 1994. Since 2000, Ms. Guy has served as a director
of a pharmaceutics company, Intec Pharma Ltd. Ms. Guy holds an LL.B. degree from Tel Aviv
University and is a member of the Israel Bar Association.
Ronit Gotliv
,
54, has served as an outside director since July 2005 and is a member of our audit
committee. Ms. Gotliv serves as a managing partner of R. Gotliv and Co., a Tel Aviv law
firm specializing in commercial law, corporate law and real estate law. From 1984 to 1999,
Ms. Gotliv was employed as an attorney at B.A. Gotliv Law Offices. Ms. Gotliv holds
an LL.B. degree from Tel Aviv University.
The election of the nominees for
outside directors requires the affirmative vote of a majority of ordinary shares
represented at the Meeting, in person or by proxy, entitled to vote and voting on the
matter, provided that either (i) the shares voting in favor of such resolution include at
least one-third of the shares of non-controlling shareholders who vote on the matter
(excluding the vote of abstaining shareholders), or (ii) the total shareholdings of the
non-controlling shareholders who vote against such proposal do not represent more than 1%
of the voting rights in our company.
We are not aware of any reason why
any of the nominees, if elected, would be unable or unwilling to serve as an outside
director. In the event that the named nominees for outside director would be unable to
serve, the proxies will be voted for the election of such other person as shall be
nominated by our Board of Directors.
The Board of Directors recommends
a vote FOR the election of the nominees for outside director.
III. APPROVAL OF COMPENSATION TO BE PAID TO OUR OUTSIDE DIRECTORS
(Item 3 on the Proxy Card)
Under the Israeli Companies Law, the
payment of compensation to an outside director, within the meaning of the Israeli
Companies Law, is required to be approved by the audit committee, board of directors and
shareholders, in that order. The form and amount of compensation of an outside director,
is governed by regulations promulgated under the Israeli Companies Law, and an outside
director is otherwise prohibited from receiving any other compensation, directly or
indirectly, in connection with such service. According to the applicable regulations, in
general, all outside directors are required to receive the same compensation, an outside
director must be informed of the compensation prior to his or her acceptance to serve as
an outside director and the compensation may not be modified during each three year term
of service as an outside director other than other than to conform to the terms of a newly
appointed outside director. Under the applicable regulations, a company must pay its
outside directors compensation in the form of an annual fee and a per meeting attendance
fee in an amount determined in such regulations, unless it elects to pay an alternative
form of compensation permitted under the regulations.
Subject to and effective as of the
election of each of Ms. Guy and Ms. Gotliv as an outside director for a second three-year
term at the Meeting (see Item II), and for the duration of their service in such capacity,
it is proposed to pay to Ms. Guy and Ms. Gotliv compensation in the form of an annual fee
and per meeting attendance fee. The annual fee will be equal to the minimum statutory
amount applicable to companies of our size as set forth from time to time in the
applicable regulations. The per meeting attendance fee will be equal to the minimum
statutory amount applicable to companies of our size as set forth from time to time in the
applicable regulations. Such compensation has been approved by our Audit Committee and
Board of Directors, subject to shareholder approval, and is the same as the compensation
paid to our current outside directors.
It is therefore proposed that at the
Meeting the following resolution be adopted:
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RESOLVED,
subject to and effective as of the appointment of Ms. Guy and Ms. Gotliv as our outside
directors and for the duration of their service in such capacity, to pay to Ms. Guy and
Ms. Gotliv compensation in the form of an annual fee and per meeting attendance fee in
such amounts as described in the proxy statement for the 2008 annual general meeting of
shareholders.
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The affirmative vote of the holders
of a majority of the ordinary shares represented at the Meeting, in person or by proxy,
entitled to vote and voting thereon, is required to approve the foregoing resolution.
The Board of Directors recommends
a vote FOR the foregoing resolution.
IV. RATIFICATION AND APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS
(Item 4 on the Proxy Card)
We first appointed Somekh Chaikin,
registered public accounting firm, a member firm of KPMG International, as our independent
registered public accountants in 1999 and have reappointed the firm as our independent
registered public accountants since such time. Somekh Chaikin has no relationship with us
or any of our affiliates except as auditors.
At the Meeting, shareholders will be
asked to ratify and approve the re-appointment of Somekh Chaikin as our independent
registered public accountants for the fiscal year ending 2008, pursuant to the
recommendation of our Audit Committee and Board of Directors. As a result of Somekh
Chaikins familiarity with our operations and its reputation in the auditing field,
our Audit Committee and Board of Directors believe that Somekh Chaikin has the necessary
personnel, professional qualifications and independence to act as our independent
registered public accountants.
At the Meeting, shareholders will
also be asked to authorize our Board of Directors to delegate to our Audit Committee the
authority to determine the remuneration of our independent auditors according to the
volume and nature of their services. With respect to fiscal year 2007, we paid Somekh
Chaikin approximately $1,327,243 for audit services and approximately $35,816 for
tax-related services.
It is therefore proposed that at the
Meeting the shareholders adopt the following resolution:
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RESOLVED,
that the appointment of Somekh Chaikin, registered public accounting firm, a member firm
of KPMG International, as the independent registered public accountants of the Company to
conduct the annual audit of the Companys financial statements for the year ending
December 31, 2008, be and hereby is ratified and approved, and it is further resolved,
that the Board of Directors be, and it hereby is, authorized to delegate to the Audit
Committee of the Board if Directors the authority to determine the remuneration of such
auditors in accordance with the volume and nature of their services.
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The affirmative vote of the holders
of a majority of the ordinary shares, represented at the Meeting in person or by proxy,
entitled to vote and voting thereon, is required to approve the foregoing resolution.
The Board of Directors recommends
a vote FOR the foregoing resolution.
REVIEW AND DISCUSSION
OF AUDITORS REPORT AND CONSOLIDATED FINANCIAL
STATEMENTS
At the Meeting, our auditors
report and consolidated financial statements for the year ended December 31, 2007 will be
presented. We will hold a discussion with respect to the financial statements at the
Meeting as required by the Israeli Companies Law. This Item will not involve a vote of the
shareholders.
The foregoing auditors report
and consolidated financial statements, as well as our annual report on Form 20-F for the
year ended December 31, 2007 (filed with the Securities and Exchange Commission on June
30, 2008), may be viewed on our website
www.igld.com
or through the
EDGAR website of the Securities and Exchange Commission at
www.sec.gov
. None of the
auditors report, consolidated financial statements, the Form 20-F or the
contents of our website form part of the proxy solicitation material.
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By Order of the Board of Directors,
Shaul Elovitch,
Chairman of the Board of Directors
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Dated: July 29, 2008
ITEM 2
INTERNET GOLD-GOLDEN LINES LTD.
THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoint(s) Eli Holtzman and Shaul Elovitch, or either of
them, attorneys or attorney of the undersigned, for and in the name(s) of the
undersigned, with power of substitution and revocation in each to vote any and
all ordinary shares, par value NIS 0.01 per share, of Internet Gold-Golden
Lines Ltd. (the Company), which the undersigned would be entitled to vote as
fully as the undersigned could if personally present at the Annual General
Meeting of Shareholders of the Company to be held on September 3, 2008 at 2:30
p.m. (Israel time) at the offices of Eurocom Communications Ltd., 2 Dov
Friedman Street, Ramat Gan 52141, Israel and at any adjournment or adjournments
thereof, and hereby revoking any prior proxies to vote said shares, upon the
following items of business more fully described in the notice of and proxy
statement for such Annual General Meeting (receipt of which is hereby
acknowledged):
THIS PROXY WILL BE VOTED AS
SPECIFIED ON THE REVERSE. IN THE ABSENCE OF SUCH SPECIFICATION, THE SHARES
REPRESENTED BY THIS PROXY CARD WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
FOR CLASS C DIRECTOR IN ITEM 1 AND FOR ITEMS 2 THROUGH 4. ON ANY OTHER BUSINESS THAT MAY PROPERLY COME
BEFORE THE MEETING, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE JUDGMENT OF
THE PERSONS NAMED ABOVE AS PROXIES.
(Continued and to be signed on the reverse
side)
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ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
INTERNET GOLD-GOLDEN LINES LTD.
September 3, 2008
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail
in the envelope provided.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS C DIRECTORS AND FOR
PROPOSALS 2 THROUGH 4.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE
OR BLACK INK AS SHOWN HERE
x
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To change the address on your
account, please check the box at right and indicate your new address in the
address space above. Please note that
changes to the registered name(s) on the account may not be submitted via this
method.
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c
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1.
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The election of two Class C directors for terms expiring in 2011.
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FOR
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AGAINST
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ABSTAIN
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ANAT WINNER
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c
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c
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c
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ALIZA SCHLOSS
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2A.
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To reelect Orly Guy as an
outside director.
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c
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2B.
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To reelect Ronit Gotliv
as an outside director.
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3.
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To approve the compensation to be paid to the Companys outside
directors.
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4.
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Ratification and approval of the appointment of Somekh Chaikin,
registered public accountants, a member firm of KPMG International, as the
Companys independent registered public accountants for the year ending
December 31, 2008 and to authorize the Companys Board of Directors to delegate
to the Audit Committee the authority to determine their remuneration in
accordance with the volume and nature of their services.
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c
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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Please sign exactly as
your name or names appear on this Proxy. When shares are held jointly, each
holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full title
as such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by
authorized person.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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INTERNET GOLD-GOLDEN LINES LTD.
(Registrant)
By: /s/ Eli Holtzman
Eli Holtzman
Chief Executive Officer
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Date: July 31, 2008
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