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CORPORATE GOVERNANCE

We are fully committed with a solid approach to corporate governance.

Objectives of the Code of Ethics

The Company is committed to fair, moral and appropriate business conduct; its employees are obliged to act in accordance with ethical and moral standards and principles, amongst themselves as well as with all third parties, including the Company’s vendors, shareholders, creditors and governmental parties.

Accordingly, a Code of Ethics has been drawn up, composed of a general code of conduct and action to assure that the Company’s employees and management will adhere to these criteria.

The Code of Ethics applies to the Company, its directors, managers and employees.  The principles of the Code of Ethics and its values guide us also in our international operations.

It is understood that the Code of Ethics cannot, and does not, attempt to encompass all obligatory conduct; having said this, its values and principles are able to facilitate reaching correct decisions even in situations which are not explicitly addressed.  In the event a Company employee is unsure about how he is to behave, he must contact his managers.

Adherence to the Law, Company Practice and Enforcement Policy

The Company emphasizes that the Code of Ethics is not meant to replace any law, statute or professional guidelines applying to the Company and/or its employees. Insistence on adherence to the Code of Ethics is an integral part of the Code of Ethics. The same applies to Company policy whose existence is an integral part of adherence to the provisions of the Code of Ethics.

Conflict of interest

Company employees shall act and reach decisions having only the interests of the Company in mind. Accordingly, every employee should refrain from taking any action that could raise concerns of a conflict of interest between his position in the Company and his and/or his relatives’ personal affairs and/or another position of his or of his relative. An employee must immediately disclose to his manager all information pertaining to a possible conflict of interest. An employee who must reach a decision regarding a matter that he and/or his relatives will benefit from must pass the decision to his manager and/or his colleague (subject to his manager’s approval).  An employee shall also refrain from making personal business connections with sources connected to the Company and his position in the Company.

It should be clarified that the prohibition of a conflict of interest applies not only to concrete situations, but also to situations where there might be a concern of conflict of interest, meaning situations which will not allow the employee to reach decisions having only the Company’s best interest in mind.

Conducting Business with Integrity, Fairness, Credibility and Respect for All People

Company employees are obliged:

  • To respect all people without prejudice; to respect all clients, partners, suppliers, competitors, shareholders and creditors and or governmental parties, and his colleagues in the Company and refrain from abuse, harassment and/or sexual harassment and any other improper conduct.
  • To employ and reach decisions related to employees on the basis of objective considerations, such as skillset, functioning and suitability for position, without discrimination due to religion, race, gender, outlook, sexual orientation, limitations, et al.
  • To avoid fraud and deception, to conduct relationships based on mutual trust between themselves and others.
  • To sustain the Company’s contractual and business obligations, and fulfill all undertakings made during the course of business.
  • To refrain from breaching competitors’ property rights, and the use of illegal conduct in order to harm competition.
Personal Liability, Initiative and Involvement, and Cooperation in Order to Achieve the Company's Business Goals

The Company strives to attain its goals and success in full partnership with its employees. Accordingly, the Company strives that all its employees will truly identify with the Company, and promote this feeling amongst all its employees. All employees must act with integrity and fairness towards the Company and take personal responsibility and initiative to advance the Company. Each and every employee should adhere to truthful and transparent reporting within the Company and outside it.

Managers’ responsibility toward their employees

The Company’s managers are obligated to provide their employees with a positive, humane work environment, including, insistence on reasonable and proper language and communication, behave courteously, pleasantly and politely, and refrain from verbal violence and any offensive behaviour.  Likewise, the Company’s managers must enable every employee to express their opinion and influence the decision-making processes in their areas of activity, without hesitation.

The Company and its managers encourage a balance between home and the workplace, with understanding and empathy for the needs of the individual and their personal life.

Exploitation of a Company Business Opportunity and Competition with the Company

All employees shall refrain from any act which takes advantage of a Company business opportunity and/or any act which could constitute competition against the Company. Information brought to the attention of an employee during the course of his work in the Company shall only be used for the purposes for which the information was passed to him, and not in order to receive personal and/or third-party benefits. When dealing with third parties having a business connection with the Company, an employee must always act in the Company’s best interests, without intention to exploit information, connections or any other business opportunity for his personal gain.  Likewise, an employee must refrain from using the Company’s reputation or assets, including trade secrets, for his personal gain.

Receipt of Favours and Benefits

In order to avoid concerns that ulterior motives will guide an employee in his work, employees must not accept money, money-equivalent, services or any other benefits from an act related to his work, from parties who have business connections, or are interested in continuing such business connections with the Company, except in situations that are authorised by the Company’s CEO. It is expressed that the acceptance of inexpensive gifts, which it is customary for suppliers to send to their customers’ employees before Jewish festivals or on birthdays, will not be construed as the acceptance of a prohibited favor.

Maintaining Confidentiality

All Company employees are obliged to maintain the confidentiality of all information sent to them in the course of their employment, including information on suppliers, co-workers etc., regardless of the source. Employees are allowed to use the information solely for the purposes for which it was furnished to them and to the extent necessary. The abovementioned does not apply to situations where disclosure is permitted by the relevant authorities, mandatory by law, or the information is universally known.
This guideline must be upheld even after termination of employment.

Protecting the right to privacy and discretion

The Company respects every person’s right to privacy.  Company employees and managers are obligated to protect the privacy – of Company employees and Company suppliers, and any other party having ties with the Company.  All of the Company employees and managers must act with extreme caution in all that relates to the handling of personal information and its dissemination only to authorized and required parties, as well as insisting on the security and protection of personal information in the physical and computerized environment.

Safeguarding the Company Assets

Company assets, both tangible (such as phones and office equipment) and intangible (such as know-how and intellectual property) should be used by the Company’s employees with efficiency, cost-savings and for suitable business purposes only.
It should be remembered that the use of assets for other than the Company’s purposes, including inefficiently or for personal purposes will have consequences on the Company’s profit.

Sustainability

The Company is aware of the effect of the Group’s activities on the environment, and we are taking action to advance implementation of a sustainability approach in the Group, out of a long-term vision and the good of future generations.

We strive to integrate environmental considerations in our areas of activity and are acting to promote energetic efficiency (among others by constructing buildings according to the LEED Standard), and the use of green energy (via the company Energix Renewable Energy Ltd.) to save natural resources and strengthen the environmental awareness of our employees.

Consulting Relevant Company Body

In case of doubt regarding how to act or which decision to reach, an employee should consult the relevant Company party, be it his superior or the relevant professional party.

Delegation of Authority

Authority shall be delegated in a clear and proper manner. It is the delegator’s responsibility to use good judgment with regards to the person delegated to and the scope of delegation. Delegation of authority does not eliminate the delegator’s responsibility, and he should supervise the person delegated to on a regular basis.

Use of Authority

An employee shall not create any liabilities in name of the Company, nor make any declaration on behalf of the Company, unless in conforms to the expressed authorities and/or signatory rights of the Company.

Proper Work Conduct

Proper conduct and representation of the Company should be practised at all times. All employees should ensure proper and respectful appearance appropriate for their position in the Company. A nice and calm and respectful atmosphere and pleasant and respectful speech culture should be maintained at all times. Company employees will act politely, with tolerance and respect manner for their co-workers and all others with whom they are in contact. Verbal/physical violence and any other form of threat or harassment is strictly prohibited.
All employees will execute their work in a professional, efficient and reliable manner, in collaboration with their co-workers and other Company units.

Community Involvement

The Company places great importance on community involvement and donates to various causes on a regular basis. The Company encourages employees to volunteer and give back to the community, which is in line with the Company’s commitment to social responsibility.

Political Involvement

Israel is a democratic state and every citizen has the right to a political opinion.  However, the Company prohibits its managers and employees from using the Company’s employees and facilities for political objectives and/or to utilize their position for political gain. No political activity is to be held in the Company’s facilities during acceptable work hours, and there is to be no solicitation in the Company for political purposes and/or for a political candidate and/or political party.

The Company does not make monetary or in-kind donations to political parties and/or to politicians.

Transparency and Reliability in Company Publications

The Company insists on transparency in its publications and reports to the public and the authorities (including financial statements, announcements and reports) and are reliable and accurate.

Corporate Governance

Corporate governance principles refer to management’s work in relation to the board of directors, the audit committee, the shareholders and the relevant stakeholders, by prescribing control, supervision, transparency and reporting mechanisms.

  • The Company has internal and independent control and supervision mechanisms – supervising its activity and verifying its compliance with all its legal and regulatory requirements.
  • The Company holds plenary Board meetings and committee meetings as required, and ensures receipt of all required decisions from the Company’s relevant bodies.
Implementation of the Code of Ethics

Each and every Company employee is are obliged to uphold the code of ethics. In addition, an employee who has reservations regarding another co-worker’s behavior, be it a breach of law, regulations or guidelines by certified bodies and/or the code of ethics, is obliged to immediately report this to the Company CEO or to the body in charge of the code of ethics.
Breach of the code of ethics may have serious repercussions, including dismissal of the employee, or in serious cases, even criminal proceedings.
The Company operates constantly to integrate this code of ethics among both its current and new employees, and periodic review by employees, while setting personal examples through Company management and drawing conclusions from previous events.

Informer's Hotline

In addition to that provided in the preceding section, the Company has an “informer’s hotline procedure”, whereby any employee who wishes to report and/or make a complaint about any matter connected with his work or the work of others in the Company, may do so directly to the chairman of the Company’s audit committee by telephone, email or letter, and his communication will be kept anonymous vis-a-vis the Company.