C. PROCEDURES & ADMINISTRATION
Meetings. The Committee will meet as often as the Committee or its Chairman deem necessary in order to carry out its duties, but in any event at least once during each fiscal quarter, either in person, via teleconference or similar means of communication. Without derogating from the foregoing, the Committee shall meet at the request of (i) any member of the Committee or (ii) the Company’s internal auditor if the Chairman believes that there is cause for a meeting on the matter specified in the internal auditor’s request. In accordance with the Companies Law, the Committee shall notify (i) the Company’s internal auditor of all the Committee’s meetings and (ii) the Company’s independent auditor of all the Committee’s meetings in which a matter relating to the audit or review of the Company’s financial statements is to be discussed, and allow such auditors to participate in such meetings, as applicable, subject to a determination by the Committee to exclude them from any part of the meeting to the extent permitted under applicable law. The Committee shall, at such times as it deems appropriate, meet separately with management, the internal auditor and/or the independent auditor to discuss any matters that the Committee or any of these persons or firms believe should be discussed privately.
Executive Sessions. As required by the Nasdaq Listing Rules, to encourage and enhance communication among independent directors, at least twice during each calendar year, in conjunction with regularly scheduled Board meetings, the Company’s independent directors (whether or not they are members of the Committee) shall meet in executive session. Only independent directors may be present at such sessions.
Independent Advisors. The Committee is empowered to engage independent counsel, accountants or other experts and advisors, as it deems necessary to carry out its duties.
Investigations. In carrying out its duties, the Committee is empowered to investigate any matter within the scope of its responsibilities with full access to all books, records, facilities and personnel of the Company, including the authority to request any director, officer, employee or advisor of the Company to meet with the Committee and/or with any advisors engaged by the Committee.
Funding. The Committee is empowered, without further action by the Board, to cause the Company to pay:
- compensation to any registered public accounting firm engaged by the Company for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, including, but not limited to, the payment of all audit and non-audit engagement fees and expenses of the Company’s independent auditor;
- the reasonable fees and expenses of the advisors engaged by the Committee under Article C-3 above; and
- ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
Reports; Minutes. The Committee shall report regularly to the Board with respect to its meetings, decisions and recommendations. Decisions or recommendations that require approval of the Board shall be brought to the knowledge of directors a reasonable time before the discussion thereof at the Board meeting. The Committee shall maintain minutes of its meetings and provide to the Board copies of such minutes and any resolutions adopted in writing pursuant to applicable law and the Company’s Articles of Association.
Charter. The Committee shall review and reassess the adequacy of this Charter on an annual basis and recommend any proposed changes to the Board for approval.
Quorum. A quorum at a meeting of the Committee shall be constituted by the presence, in person or by any other means of communication by which the members may hear each other simultaneously, of at least a majority of the members of the Committee then in office. The approval of a majority of the members present and voting shall be the act of the Committee.