Board/Management Information • May 4, 2017
Board/Management Information
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The undersigned, who is an Independent 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 "Company"), hereby confirms as follows:
(i) offenses under Sections 290-297, 392, 415, 418-420 or 422-428 of the Israeli Penal Law, 5737-1977, or under Sections 52C, 52D, 53(a) or 54 of the Israel Securities Law, 5728-1968;1 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 Israel; 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 "relative" shall mean a spouse, sibling, parent, grandparent or descendent, or a spouse's descendant, sibling or parent or the spouse of any of the foregoing; and the term "affiliation" 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.
1 Alternatively, the director can simply confirm that he or she has never been convicted of any criminal offense.
2 Please indicate all citizenships and residencies.
b. Since January 1, 2014, neither I nor any person who is my family 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 officer of, any organization to which the Company made, or from which the Company received, payments for property or services since January 1, 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 Ernst & 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 officer" 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 unit, 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 partner 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 10% or more of any class of the Company's voting equity 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 able to read and understand fundamental financial statements, including 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.
Shmayim, Senkar, Push, Heseg
I have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience, as described below (specify, or indicate "none"; please attach copies of any relevant academic degrees, certificates, proof of experience, etc. not previously provided to the Company): CEO of El-Al
Israeli Air Force Commander
This includes:
Note: The Nasdaq regulations require that at least one member of the audit committee have past employment experience in finance or accounting, requisite professional certification in
accounting, or any other comparable experience. The Law also requires that at least one External Director must have financial expertise. The Board is to evaluate a director's financial expertise in light of his or her education, experience, and knowledge relating to (i) accounting and auditing issues that are typical of the field in which the company operates and of companies of the size and complexity of the company; (ii) the role and obligations of an auditor; and (iii) the preparation and approval of financial statements. However, under relevant Israeli regulations a company is not required to comply with the Law requirement if it has an independent member of the audit committee that has past employment experience in finance or accounting as required by the Nasdaq regulations.
After having carefully read and understood all the aforesaid, I declare that all the aforesaid is true and that the identifying 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 tenure as a director and/or the decision of the Company's audit committee as to my compliance with the eligibility conditions and tests to serve as an Independent 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 notify the Company immediately.
Dated: April 29, 2017 By: /s/ Elyezer Shkedy Elyezer Shkedy
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