Board/Management Information • Nov 30, 2017
Board/Management Information
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The undersigned, who is an Indopendent Director (within the meaning of Israel's Companies Law, 5759-1999 (the "Law')) and/or an External Director (within the meaning of the Law) and/or a nomine for the position of Independent Director and/or External Director of Gilat Satellite Networks Ltd., an Israeli company whose shares are traded on the NASDAQ Global Select Market and the Tel Aviv Stock Exchange Ltd. (the "Companf), hereby confirms as follows:
(i) offenses under Sections 290-297,392,415, 418-420 or 422428 of the Israeli Penal Law, 5737-1977, or under Sections 52C,52D,53(a) or 54 of the Israel Securitios [,aw, 5728-1968;t or
(ii) offenses of bribery, fraud, other managers' offenses or insider trading offenses, in which the conviction was by a court of competent jurisdiction outside of lsrael; or
(iii) any other offense that a court has determined disqualifies me from serving as a director in a public company.
For purposes of this Certification, a"reletive" shall mean a spouse, sibling parcnL or descenden( or a spouse's descendant, sibling or parent or the spouse ofany ofthe foregoing; and the tfrrtu"afrliatiotf' shall mean (i) an employment relationship, (ii) a business or professional relationship maintained on a regular basis, (iii) control, or (iv) service as an office holder.
a. Since January \2A14, neither I nor any of my family members, partners (if any), employers (if any), or corporations which are owned by me (if any), have had an employment relationship, any kind of business relationship, or served as an office holder of the Company 7.
IAlternatively, the director can simply confirm that he or she has never been convicted of any criminal offense.
(other than a director) or any parent or subsidiary of the Company, or any controlling shareholder of the Company or affiliate thereof;
b. Since Jenuary 1,201,4, neither I nor any person who is my &mily member has accepted any compensation in excess of \$120,000 from the Company or any subsidiary of the Company during any 12 consecutive month period, other than as director fee;
c. Neither I nor any person who is my family member is a partner in, or controlling shareholder or executive offrcer of, any organization to which the Company made, or from which the Company received, payments for property or services since January l, 2014, that exceed the greater of (a) 5% of the recipient's consolidated gross revenues for that year or (b) \$200,000;
d. Neither I nor any person who is my family member is employed as an executive officer of another entity where at any time since January 1,2014, any of the executive officers of the Company serve or served on the compensation committee of such other entity;
e. Neither I nor any person who is my family member is a current partner, or was a former partner or employee, of Kost Forer, Gabbay & Kasierer (a member of Emst & Young Global) who worked on the Company's audit during the past three years.
For the purposes of this section 7:
(i)*Family member" shall mean a person's spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person's home.
(ii)"Executive oficer" shall mean a president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vicepresident of the Company in charge of a principal business uni! division or function (such as sales, administration or finance), any other officer who performs a significant policymaking function, or any other person who performs similar policy-making functions for the Company. Officers of the Company's parent(s) or subsidiaries should be considered officers of the Company if they perform such policy-making functions for the Company.
b. I am not (i) an affiliate of the Company or any subsidiary of the Company or any controlling shareholder of the Company or (ii) an executive officer, director who is also an employee, general parhrer or managing member of an affiliate, other than in my capacity as a member of the Company's board or board committees;
c. I am not (i) a beneficial owner, directly or indirectly, of 10Yo or more of any class of the Company's voting equrty securities or (ii) an executive officer of the Company or any controlling shareholder of the Company;
d. I have not participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time since January 1,2014;
e. I am eble to resd snd understafld fuademental financial st4tements, iacluding a balance sheet, income statement and cash flow statement.
For the purposes of this section 9, *Affiliate" shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
ll. I am currently a director of the following corporations (please speci& if you are an External Director or an lndependent Director of such corporations):
Independent Director at Formula Systems (1985)
I have past employment experience in finance or accounting, requisite professional certification in accounting or any other comparable experience, as described below (speci\$, or indicate "none"; please attach copies of any relevant academic degrees, certificates, proof of experience, etc. not previously provided to the Company): Anallrst. Invesment manager Treasurer IR and I have BA in economics and MBA in accountins and finance and manv vears in the Business activities
This includes:
Note: The Nasdaq regulations require thot 6t least one member af the audit committee lwve past enploymmt experience infinance or occorrffing, requixite professional cefiification in accounting, or any ather compwable experience. Ihe Lavv also requires that aI least one External Director must hwefinancial expertise. The Board is to evaluate a director'sfinancial expertise in tight of his or her edrcation, experience, and btowledge relating to (i) accounting and auditing issues that are typical of thefield inwhich the company operates and of companies of the size md complexity of the company; (ii) the role and obligatioru of mt auditor; snd {iii) the preparation
and approval afJinancial statements. However, under relevant Israeli regulations a company is not required to comply with the Lan requirement if it has an independent member of the audit committee that has past employment experience infinance or accountifig os ?equired by the Nasdaq regulations.
After having carefully read and understood all the aforesaid, I declare that all the aforesaid is true and that the identiffing details are accurate and full and have been written by me, in my handwriting and that I am aware that the provisions of the Companies Law stated above are not an exhaustive and final list and I know my full duties and rights pursuant to the Law. In addition, I do not know of any other substantial detail that may affect my tenurs as a director andlor the decision of ths Company's audit committee as to my compliance with the eligibiliry conditions and tests to ssrve as afl Indepeildent Director and that had I known of any such detail, I would have indicated it in the declaration. If such detail is known to me, I will notifu the Company immediately.
Signature:
Name of DirectorNomt Dafira Cohen
Date: November 6h 2AL7
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