Below is a summary of our current Board Committees structure and membership information. To learn more about individual Board members, visit the Board of Directors section of this site.
Executive Committee
Our compensation committee consists of three board of directors members. Subject to the requirements of the Companies Law, the compensation committee is responsible for evaluating and recommending to the board of directors (and to the audit committee, if so required under any applicable law)
the total compensation package for the Company’s Chief Executive Officer and all other officers; reviewing the results and procedures for the evaluation of the performance of other officers by the Company’s Chief Executive Officer;
making recommendations to the board of directors regarding any long-term incentive compensation or equity plans;
and supervising the administration of the plans and periodically reviewing a comprehensive statement of executive compensation policy.
Dr. Michael Anghel, Barry Ben-Zeev, Arik Steinberg are members of the compensation committee.
Audit Committee
The Companies Law requires public companies, including Partner, to appoint an audit committee comprised of at least three board members, including all the company’s external directors, the majority of whom must be Israeli independent directors. Under the Companies Law, the chairman of the audit committee is required to be an external director and neither the controlling party or his relative, the chairman of the board of directors, any director employed by the company or by its controlling party or by an entity controlled by the controlling party, any director who regularly provides services to the company, to its controlling party or to an entity controlled by the controlling party, nor any director who derives most of its income from the controlling party, may be eligible to serve as a member of the audit committee. Our audit committee is comprised of both our external directors and of an Israeli independent director. The responsibilities of our audit committee under the Companies Law include, inter alia, identifying irregularities in the management of the company’s business and approving related party transactions as required by law, determining whether certain related party actions and transactions are “material” or “extraordinary” in connection with their approval procedures, assessing the scope of work and compensation of the company’s independent accountant, assessing the company’s internal audit system and the performance of its internal auditor and making arrangements regarding the handling of complaints by employees about company’s business management deficiencies and regarding the protection given to employees who have made complaints.
Pursuant to the rules of the Securities and Exchange Commission, or SEC, and the listing requirements of the Nasdaq Global Select Market, as a foreign private issuer, we are required to establish an audit committee consisting only of members who are "independent" directors , as defined by SEC. In accordance with the Company’s Audit Committee Charter, our audit committee is responsible among other things, for overseeing the Company’s financial reporting process and the audits of the Company’s financial statements, including monitoring the integrity of the Company’s financial statements and the independence and performance of the Company’s internal and external auditors. Our audit committee is also directly responsible for the appointment, compensation and oversight of our independent auditors.
The board of directors has determined that Dr. Michael Anghel, Barry Ben-Zeev, Arik Steinberg and Dr. Shlomo Ness are "audit committee financial experts" as defined by applicable SEC regulations.
Our audit committee consists of three board of directors members, Mr. Barry Ben-Zeev, Dr. Michael Anghel and Mr. Arik Steinberg, all of whom meet the SEC's definition of independent directors, for the purpose of serving as audit committee members as well as the Companies Law’s definition of independent directors, and two of whom (Dr. Michael Anghel and Mr. Barry Ben-Zeev) are external directors. In accordance with the SEC definition of “independent” director, none of them is an affiliated person of Partner or any subsidiary of Partner.
Compensation Committee
Our compensation committee consists of three board of directors members, of which one is an external, independent director. Subject to the requirements of the Companies Law, the compensation committee is responsible for evaluating and recommending to the board of directors (and to the audit committee, if so required under any applicable law)
the total compensation package for the Company’s Chief Executive Officer and all other officers; reviewing the results and procedures for the evaluation of the performance of other officers by the Company’s Chief Executive Officer;
making recommendations to the board of directors regarding any long-term incentive compensation or equity plans;
and supervising the administration of the plans and periodically reviewing a comprehensive statement of executive compensation policy.
Ilan Ben Dov, Yahel Shachar and Barry Ben-Zeev are members of the compensation committee.