Corporate Governance Report
26
Sarine Technologies Ltd. • Annual Report
2014
Sarine’s shares were listed for trade in the SGX‑ST in April 2005.
The Company’s corporate governance practices are described with specific reference to the Code.
BOARD OF DIRECTORS
Principle 1: Board’s Conduct of its Affairs
The Board of Directors of the Company (the “Board”) is entrusted with the responsibility for the overall management
of our Company. The Board’s primary roles are to set the Company’s goals and policies and supervise the performance
of the CEO’s duties. Among other things, the Board sets the Company’s goals (giving proper weight to all groups of
the Company’s concerned parties, e.g. business partners, customers, employees etc., and in view of the Company’s
responsibility to its shareholders), approves the Company’s action plans and budget (proposed by the Company’s
management), and reports to the Annual General Meeting about the state of the Company’s matters and about the
Company’s business results.
In line with applicable law, the Board is entrusted with all issues related to the Company’s share capital, assumes the
responsibility for the approval of the Company’s financial statements and sets the Company’s goals and policies. The
Board also appoints the CEO and oversees the performance of his duties.
Within this framework, the Board discusses and resolves any matters which require the Board’s approval under any
applicable law (including, without limitation, interested persons’ transactions) and/or under the guidelines set by the
Board. In general any material issue concerning Sarine (e.g. material research and development milestones, material
market and/or business development issues, potential material transactions, substantial capital investments, etc.) is
brought to the attention of the Executive Directors and to the Board in its entirety.
The Board meets regularly and in any event no less frequently than four times every calendar year. The Company’s
Articles of Association (the “Articles”) and the Israeli Companies law allow the convening of meetings of the Board
using conference calls or any other device allowing each Director participating in such meeting to hear all the other
Directors participating in such meeting.
The Directors are provided with written and oral guidance with regard to the performance of their duties as directors
prior to, and following, their appointment as directors.
Principle 2: Board Composition and Guidance
As of the date of this report, the Board of Directors comprises nine directors, three of whom are independent (all three
also qualify as “External Directors”, under the Israeli law).
Mr. Chan Kam Loon has been appointed by the Board as the Lead Independent Director.
With the exception of Mr. Avraham Eshed (who joined the Board on 24 April, 2006) and Mr. Uzi Levami (who joined
the Board on 11 December, 2008), all of the directors joined the Board of Directors in March 2005, prior to the listing
of the Company.
All of the current directors of the Company were re-elected for an additional three-year period, in the Company’s
Annual General Meeting on 29 April, 2014.
The Nominating Committee reviews the independence of each director annually and applies the Code’s definition (as
well as the definitions of the Israeli law) of independent director qualifications in its review.
As the independent directors have now sat on the Board for ten years, the Nominating Committee, the Audit Committee
and the Board have rigorously reviewed the independence and the contribution of the three independent directors
