Regulatory Filings • Apr 7, 2016
Regulatory Filings
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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 possess the necessary qualifications, and have sufficient time to devote, to fulfill my duties as a Director of the Company, taking into account the Company's size and special needs.
(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 External 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 June 1, 2010, 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;
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 June 1, 2010, 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 June 1, 2010, 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, 2010;
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.
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):
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.
Dated: February 14, 2016 By: /s/ Aylon (Lonny) Rafaeli Aylon (Lonny) Rafaeli
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 possess the necessary qualifications, and have sufficient time to devote, to fulfill my duties as a Director of the Company, taking into account the Company's size and special needs.
(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;3 or
(ii) offenses of bribery, fraud, other managers' offenses or insider trading offenses, in which the conviction was by a court of competent jurisdiction External 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.
3 Alternatively, the director can simply confirm that he or she has never been convicted of any criminal offense.
4 Please indicate all citizenships and residencies.
b. Since June 1, 2010, 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;
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 June 1, 2010, 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 June 1, 2010, 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, 2010;
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.
Mivtach Shamir Holdings Ltd, Private companies in Mivtach Shamir Group, Family companies
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):
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.
Meir Shamir
Dated: February 10, 2016 By: /s/ Meir Shamir
Meir Shamir
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 am providing this certification in accordance with the requirements of the Law.
I am: Male Female
I possess the necessary qualifications, and have sufficient time to devote, to fulfill my duties as a Director of the Company, taking into account the Company's size and special needs.
(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;5 or
(ii) offenses of bribery, fraud, other managers' offenses or insider trading offenses, in which the conviction was by a court of competent jurisdiction External Israel; or
(iii) any other offense that a court has determined disqualifies me from serving as a director in a public company.
I have never been declared bankrupt.
I am a citizen of Israel, and a resident of Israel6
I am not a relative (as defined below) of a controlling shareholder of the Company, and neither I nor any of my relatives, partners, employers, supervisors or entities under my control, have or had since June 1, 2010 any affiliation (as defined below) with the Company or with a controlling shareholder of the Company or relatives of a controlling shareholder of the Company, or with the Chairman of the Company's Board of Directors, Chief Executive Officer or Chief Financial Officer or with a shareholder holding 5% or more of the Company's outstanding share capital or voting power.
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.
5 Alternatively, the director can simply confirm that he or she has never been convicted of any criminal offense.
6 Please indicate all citizenships and residencies.
b. Since June 1, 2010, 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;
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 June 1, 2010, 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 June 1, 2010, 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, 2010;
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.
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):
This includes:
(xiv)an understanding of internal control over financial reporting; and
(xv) an understanding of audit committee functions.
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.
Dafna Sharir
Dated: February 11, 2016 By: /s/ Dafna Sharir
Dafna Sharir
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