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Exits and Awards

We took two companies public and exited six companies.
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IR Contact Details

Judith Kleinman
Director, Investor Relations and Corporate Communications
The Trendlines Group
+972.72.260.7000
judith@trendlines.com

 


Romil Singh / Reyna Mei
Financial PR Pte Ltd
+65 6438 2990
investors@trendlines.com

Governance

Corporate Governance

Under the Israeli Companies Law, companies incorporated under the laws of the State of Israel whose shares are publicly traded on a stock exchange, including a foreign stock exchange, are considered public companies under Israeli law and are required to comply with various corporate governance requirements under Israeli law relating to such matters as external directors, the audit committee, the remuneration committee and an internal auditor. These requirements are in addition to the corporate governance requirements imposed by the SGX-ST to which we will become subject upon our admission to the Official List of Catalist.

Our Directors recognise the importance of corporate governance and the offering of high standards of accountability to our Shareholders, and will use best efforts to implement the recommended practices in the Code of Corporate Governance 2012 ("Code"), subject however to compliance with the Israeli Companies Law. Our Board of Directors has formed three (3) committees, namely, the Audit Committee, the Remuneration Committee and the Nominating Committee.

As required under the Israeli Companies Law, the composition of the Audit Committee and the Remuneration Committee of an Israeli public company must include external directors. However, even where such external directors are designated as external directors pre-Listing, the necessary Shareholders’ approval for their appointment as external directors must be obtained post-Listing in accordance with the Israeli Companies Law. As such, following such appointment of our external directors, our Remuneration Committee and Audit Committee will then be constituted in compliance with the Israeli Companies Law. Accordingly, in compliance with the Israeli Companies Law, within three (3) months following the Listing, we will seek the requisite approval by our Shareholders for the appointment of our external directors. In addition, within such three (3) month period, we will also seek the requisite approval by our Shareholders for the appointment of our chief executive officers as chairmen of the Board of Directors.

Board Practices

Under the Israeli Companies Law and our Articles of Association, our business and affairs are managed under the direction and oversight of our Board of Directors. Our Board of Directors may exercise all powers and may take all actions that are not specifically granted to our shareholders or to any other organ of our Company. According to the Israeli Companies Law, the general manager, or chief executive officer, is responsible for the day-to-day operations of a company’s affairs within the scope of the policies determined by the board of directors and subject to its directions. Our chief executive officers are responsible for our day-to-day management. In view that Todd Dollinger and Steve Rhodes both serve as Chief Executive Officers and Chairmen of the Board of Directors, and subject to certain shareholder approval with a special majority regarding their dual positions as Chief Executive Officers and Chairmen of the Board of Directors, being obtained pursuant to the Israeli Companies Law after the Listing as stated below, in the event of any deadlock between Todd Dollinger and Steve Rhodes regarding any matters of the Group, the resolution or matter will not be passed or approved and Todd Dollinger and/or Steve Rhodes will be entitled to bring forth such resolution or matter to the Board of Directors to be resolved.

The Israeli Companies Law provides that a person may not be elected and may not serve as a director in a public company if he or she does not have the required qualifications and the ability to dedicate an appropriate amount of time for the performance of his or her director position in a company, taking into consideration, among other factors, the special needs and size of such company.

Under our Articles of Association, our Board of Directors must consist of at least five (5) and not more than ten (10) directors, including at least two (2) external directors required to be appointed under the Israeli Companies Law. Pursuant to our Articles of Association, each of our directors, other than the external directors, for whom special election requirements apply under the Israeli Companies Law, will be appointed by a simple majority vote of holders of our voting shares, participating and voting at an annual general meeting of our Shareholders. Other than external directors, for whom special election requirements apply under the Israeli Companies Law, as detailed below, our directors are divided into three groups with staggered three-year terms. Each group of directors consists, as nearly as possible, of one-third of the total number of directors constituting the entire board of directors (other than the external directors). At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires on the third annual general meeting following such election or re-election, such that from 2016 and after, at each annual general meeting the term of office of only one class of directors will expire. Each director will hold office until the annual general meeting of our shareholders in which his or her term expires, unless they are removed by a vote of two-thirds (66.66%) of the total voting power of our shareholders present and voting at an annual general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Israeli Companies Law and our Articles of Association. Our Articles of Association also provide that the amendment of the provisions therein relating to election or removal of members of our Board of Directors require the vote of two-thirds (66.66%) of the total voting power of our Shareholders present and voting at a general meeting.

Our directors (other than our external directors) will be divided among the three (3) groups as follows:

  1. the initial Group I director will be Stephen Philip Haslett and his term of office will expire at the annual general meeting of the shareholders to be held in 2016 and when his successor will be elected and qualified or he will be re-elected;
  2. the initial Group II directors will be Todd Dollinger and Zeev Bonfeld and their term of office will expire at the first annual general meeting of the shareholders following the meeting referred to in clause (i) above and when their successors will be elected and qualified or they will be re-elected; and
  3. the initial Group III director will be Steve Rhodes and his term of office will expire at the first annual general meeting of the shareholders following the meeting referred to in clause (ii) above and when his successor will be elected and qualified or he will be re-elected.

In addition, our Articles of Association allow our Board of Directors to appoint directors to fill vacancies on our Board of Directors, other than vacancies created by an external director, by a simple majority vote of the directors then in office. A director so appointed will hold office until the next annual general meeting of our Shareholders, whereat, such director shall be eligible for re-election for a term of office equal to the remaining period of the term of office of the director whose office has been vacated (i.e., until the next annual general meeting of our Shareholders for the class in respect of which the vacancy was created). Further details on the appointment and retirement of Directors can be found in the sections entitled "Appendix D – Selected Extracts of our Articles of Association" and “Appendix E – Our Articles of Association” of this Offer Document.

External directors are elected for an initial term of three (3) years and may be elected for two (2) additional three-year terms under the circumstances as described below. External directors may be removed from office only under limited circumstances set forth in the Israeli Companies Law. Please refer to the sub-section entitled “External Directors” below for further details.

According to the Israeli Companies Law, the board of directors may exercise all powers and may take all actions that are not specifically granted to shareholders or to other corporate organ of the company. The board of directors determines the company’s policy and supervises the performance of the chief executive officers’ duties and actions and is authorized, among others things, to: (i) determine the company’s business plans, principles for funding them and the priorities between them; (ii) review the financial status and determine the credit the company is authorized to obtain; (iii) determine the company’s organizational structure and remuneration policy; (iv) resolve to issue series of debentures; (v) be responsible for the preparation of financial statements and approve the financial statements; (vi) report to the company’s annual general meeting of shareholders on the status of the company’s affairs and the results of its business operations; (vii) appoint and remove the chief executive officers; (viii) resolve whether to approve (or disapprove) certain transactions, which require the approval of the board of directors under the Israeli Companies Law or the company’s articles of association; (ix) issue securities and securities convertible into shares up to the limit of the company’s authorized share capital; (x) resolve to effect a distribution in accordance with the Israeli Companies Law; (xi) provide the company’s opinion in respect of a special tender offer as stipulated in the Israeli Companies Law; and (xii) determine the minimum number of directors, who should have accounting and financial expertise. The board of directors may, subject to the provisions and limitations of the Israeli Companies Law and any other applicable law, delegate its powers to committees composed of members of the board of directors.

It should be noted that each of Trendlines Medical and Trendlines Agtech has a separate board of directors (each board comprising Steve Rhodes, Todd Dollinger and Zeev Bronfeld) which governs matters of each incubator such as, inter alia, the appointment and removal of the chief executive officers of Trendlines Medical and Trendlines Agtech respectively.

In determining the number of directors required to have accounting and financial expertise, the members of the Board of Directors must consider, among other things, the type and size of the company, the scope and complexity of its operations and the number of its board members. Our Board of Directors has determined that at least two (2) of our directors must possess accounting and financial expertise as defined under Israeli law. In this regard, our Board of Directors has determined that Zeev Bronfeld, Steve Rhodes and Elka Nir, each possess “accounting and financial” expertise as such term is defined under the Israeli Companies Law. According to regulations promulgated under the Israeli Companies Law, a director with accounting and financial expertise is a person who, by reason of his or her education, professional experience and skills, has a high level of proficiency in and understanding of business-accounting matters and financial statements, which enables him or her to have an in-depth understanding of the company’s financial statements and to initiate discussion regarding the manner in which financial information is presented.

Chairman of the Board of Directors

Our Articles of Association provide that the chairman of the Board of Directors is appointed by the members of the Board of Directors and serves as chairman of the board throughout his term as a director, unless resolved otherwise by the Board of Directors.

Under the Israeli Companies Law, the chief executive officer or a relative of the chief executive officer may not serve as the chairman of the board of directors, and the chairman or a relative of the chairman may not be vested with authorities of the chief executive officer without obtaining certain shareholder approval with a special majority pursuant to the Israeli Companies Law. Our Board of Directors has determined that it is in the best interest of the Company for the positions of chairman of the Board of Directors and chief executive officer to be held by the same persons, subject to approval by our shareholders pursuant to the Israeli Companies Law. At present, Steve Rhodes and Todd Dollinger, our Chief Executive Officers, also serve as Chairmen of the Board of Directors. Under these circumstances, we are required under the Code to designate an independent director to serve as lead independent director.

The required approval by our shareholders for the appointment of our chief executive officers as chairmen of the Board of Directors must be obtained under the Israeli Companies Law, by a special majority, no later than three months following the Listing. The required approval by our Shareholders for the appointment of our Chief Executive Officers as Chairmen of the Board must be obtained under the Israeli Companies Law, by a special majority which satisfies either of the following conditions: (a) the majority of votes at the general meeting includes at least two thirds of the votes of shareholders participating and voting who are not controlling shareholders of the company and who do not have a personal interest in the approval of the resolution; or (b) the total number of opposing votes from among the shareholders said in (a) does not exceed 2% of the total voting rights in the company.

Further, if the chief executive officers serve as chairmen of the Board of Directors, their dual office term shall be limited to three (3) years, which can be extended for additional up to three-year terms, subject to shareholder approval by a special majority as aforesaid. We intend to convene a general meeting of shareholders within three (3) months following the Listing for the purpose of approving the dual office of Todd Dollinger and Steve Rhodes as Chairmen of our Board of Directors and Chief Executive Officers (“Dual Designation Resolution”). Barring any unforeseen circumstances, our Company does not currently foresee any major issue with obtaining the requisite approval from Shareholders after the Listing in relation to the Dual Designations Resolution.

External Directors

The shareholders of public companies must elect, by a special majority, at least two (2) members of the board of directors who qualify as “external directors” under the Israeli Companies Law. At least one (1) of the external directors must have “accounting and financial expertise” and the rest of the external directors must have either “professional competence” or “accounting and financial expertise”. The conditions and criteria for a director qualifying as having accounting and financial expertise or professional competence are set out in regulations adopted under the Israeli Companies Law. The board of directors is charged with determining whether a director possesses accounting and financial expertise or professional qualifications. A director is deemed to have professional competence if he or she has any of (i) an academic degree in one (1) of the following: economics, business management, accounting, law or public administration, (ii) an academic degree or has completed another form of higher education in the primary field of business of the company or in a field which is relevant to his or her position in the company, or (iii) at least five (5) years of experience serving in one (1) of the following capacities, or at least five (5) years of cumulative experience serving in two (2) or more of the following capacities: (a) a senior business management position in a company with a significant volume of business; (b) a senior position in the company’s primary field of business; or (c) a senior position in public administration or service.

External directors must meet certain standards of independence at the time of their appointment and during the two-year period prior to their appointment. The Israeli Companies Law provides that a person is not qualified to be appointed as an external director if (i) the person is a relative of the controlling shareholder of the company, or (ii) if that person or his or her relative, partner, employer, another person to whom he or she was directly or indirectly subordinate, or any entity under the person’s control, has or had, during the two years preceding the date of appointment as an external director: (a) any affiliation with the company, with the controlling shareholder of the company or a relative of such person, or with any entity controlled by or under common control with the company or with the controlling shareholder of the company; or (b) in the case of a company with no controlling shareholder or no shareholder holding a controlling block (i.e., 25% or more of the voting rights in a general meeting of shareholders), had at the date of appointment as an external director, any affiliation with a person then serving as chairman of the board of directors or chief executive officer, a holder of 5% or more of the issued share capital or voting power in the company or the most senior financial officer. For this purpose, the Israeli Companies Law defines the term “affiliation” as employment relationships, business or professional relationships maintained on a regular basis, control relationships and service as an office holder (excluding service as a director appointed to serve as an external director in a company which is about to offer its shares to the public for the first time). An “office holder” is defined in the Israeli Companies Law as: (i) a director; (ii) general manager (chief executive officer); (iii) a chief business manager; (iv) a vice general manager; (v) a deputy general manager; (vi) any other person who holds a similar position regardless of that person’s title; and (vii) any other manager directly subordinate to the general manager (chief executive officer). The term “relative” is defined as a spouse, sibling, parent, grandparent or descendant; spouse’s sibling, parent or descendant; and the spouse of each of the foregoing persons. A person may not be appointed as an external director if his or her other activities or position create, or are likely to create, a conflict of interest with his or her service as a director or interfere with his or her ability to serve as a director or if the person is an employee of the Israel Securities Authority or of an Israeli stock exchange. A director of one company may not be appointed as an external director of another company if a director of the other company is acting as an external director of the first company at such time. Under the Israeli Companies Law, an external director must be appointed at a general meeting of shareholders of the company within three months following the admission of the company’s shares for trading on a stock exchange. We intend to propose two (2) external directors (namely, Elka Nir and Hang Chang Chieh) from amongst our independent directors, namely, Elka Nir, Stephen Philip Haslett and Hang Chang Chieh to be appointed as our external directors in accordance with the Israeli Companies Law. Our Board of Directors has reviewed and determined that Elka Nir has “accounting and financial expertise” and Hang Chang Chieh has professional competence.

Without derogating from the aforementioned, a person will not serve as an external director if such person, his or her relative, partner, employer, another person to whom he or she was directly or indirectly subordinate, or any entity under the person’s control, has business or professional relationships with any person or entity with which an affiliation is forbidden in accordance with the above mentioned provisions regarding qualification to be appointed as an external director, even if such relationship is not maintained on a regular basis, other than negligible relationships, as well as a person who received remuneration not in accordance with the provisions of the Israeli Companies Law.

The resolution to appoint external directors must be adopted by a simple majority of the votes cast at the general meeting, provided that either (i) such majority includes at least a majority of the shares held by all shareholders who are not controlling shareholders and who do not have a personal interest in such election (other than a personal interest which is not derived from a relationship with a controlling shareholder), present and voting at such meeting (and without including any abstaining votes), to which we refer as a disinterested majority; or (ii) the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such election (other than a personal interest which is not derived from a relationship with a controlling shareholder) voting against the election of an external director does not exceed 2% of the aggregate voting rights in the company. A “controlling shareholder” is defined in the Israeli Companies Law as a shareholder with the ability to direct the activities of the company, other than by virtue of being a director or holding any other position with the company. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the “means of control” in the company. The term “means of control” is defined under the Israeli Securities Law as voting rights in a company’s general meeting or the right to appoint the directors of the company or its general manager. With respect to certain matters, a controlling shareholder is deemed to include a shareholder that holds 25% or more of the voting rights in a public company if no other shareholder holds more than 50% of the voting rights in the company.

Each of the external directors must be eligible to be appointed as a director. A company whose shares have been offered outside of Israel or whose shares are listed on a foreign stock exchange is entitled to appoint an external director who is a non-Israeli resident. If, at the time of appointment of an external director, all of the members of the board of directors who are not controlling shareholders or their relatives are of one gender, the external director appointed must be of the other gender.

Each external director is appointed for a term of three (3) years, which may be extended for two (2) additional terms of three (3) years each, provided that either: (i) his or her service for each such additional term is recommended by one (1) or more shareholders holding at least 1% of the company’s voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number of shares held by non-controlling, disinterested shareholders voting for such re-election exceeds 2% of the aggregate voting rights in the company; (ii) his or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting by the same majority required for the initial election of an external director (as described above), or (iii) the external director proposed his candidacy for an additional term, and such candidacy was approved in accordance with the requirements described in (i) above, provided however, that if the re-election is sought pursuant to the options noted in paragraphs (i) and (iii) above, the external director appointed under this paragraph for an additional period is not, at the time of the appointment, an affiliated or competing shareholder or a relative of such a shareholder, and has no affiliation with such affiliated or competing shareholder at the time of the appointment or during the two-year period preceding the appointment. An “affiliated or competing shareholder” is defined under the Israeli Companies Law as the shareholder who proposed the appointment or a holder of 5% or more of the issued share capital or voting rights in the company, all if at the appointment date such shareholder, the controlling shareholder of such shareholder or an entity under control of any of them has a business relationship with the company or if such shareholder, the controlling shareholder of such shareholder or an entity under control of any of them is a competitor of the company.

External directors may be removed from office only by a special general meeting of shareholders convened by the board of directors, which approves such removal by the same percentage of shareholders as required for his or her election, or by a court ruling, and then only if the external director ceases to meet the statutory qualifications for his or her appointment or if he or she violates his or her duty of loyalty towards the company.

In the event of a vacancy of an external director’s office, the board of directors is required to convene a shareholders’ meeting to appoint a new external director, if there are not two (2) other external directors serving at that time on the board of directors. An external director is entitled to compensation solely as provided by regulations adopted under the Israeli Companies Law and is otherwise prohibited from receiving any other compensation, directly or indirectly, in connection with his or her service as an external director with the company (other than indemnification and insurance coverage as permitted under the Israeli Companies Law). Each committee of a company’s board of directors which is authorized to exercise the board of directors’ authorities is required to include at least one (1) external director, except for the audit committee and remuneration committee, which are each required to include all external directors.

Following the termination of an external director’s membership on a board of directors, such former external director and his or her spouse and children may not be provided a direct or indirect benefit by the company, its controlling shareholder or any entity under its controlling shareholder’s control, including serving as an office holder of the company or a company controlled by its controlling shareholder and cannot be employed by or provide professional services to the company for pay, either directly or indirectly, including through a corporation controlled by that former external director, for a period of two (2) years following said termination of his service as an external director, and for other relatives of such former external director, who are not his or her spouse or children, for a period of one (1) year following said termination of service.

Nominating Committee

Our Nominating Committee comprises Elka Nir, Stephen Philip Haslett, Hang Chang Chieh and Steve Rhodes. The Chairman of our Nominating Committee is Stephen Philip Haslett. Our Nominating Committee will be responsible for (without derogating from the responsibilities of the Audit Committee and Remuneration Committee under the Israeli Companies Law), inter alia:

  1. developing corporate governance guidelines and principles for our Company;
  2. identifying individuals qualified for nomination to the Board of Directors and reviewing and recommending the nomination or re-nomination of our Directors having regard to our Director's contribution and performance;
  3. considering the structure and composition of the Board of Directors and its committees;
  4. evaluating the performance and effectiveness of the Board of Directors, the Board committees and each of its members;
  5. succession planning, including the appointment recommendations, training and evaluation of our directors and senior management;
  6. determining on an annual basis whether or not a Director is independent or whether an individual qualifies as an external director in accordance with the Israeli Companies Law; and
  7. reviewing and approving any new employment of related persons and the proposed terms of their employment, subject to the requirements under Israeli law.

Our Nominating Committee will decide how our Board's performance is to be evaluated and will propose objective performance criteria, subject to the approval of our Board, which address how our Board has enhanced long-term Shareholders' value. Our Board will also implement a process to be carried out by our Nominating Committee for assessing the effectiveness of our Board as a whole and its board committees and for assessing the contribution of each individual Director to the effectiveness of our Board. Each member of our Nominating Committee will not take part in determining his own re-nomination or independence and shall abstain from voting on any resolutions in respect of the assessment of his performance or re-nomination as a Director. In the event that any member of our Nominating Committee has an interest in a matter being deliberated upon by our Nominating Committee, he will abstain from participating in the review and approval process relating to that matter.

Remuneration Committee

Under the Israeli Companies Law, a public company must have a remuneration committee comprised at least three (3) directors, including all of the external directors who must be the majority members and one thereof must serve as the chairman of the committee, and all the remaining members must receive remuneration for their service as directors of the company, in accordance with the regulations under the Israeli Companies Law governing the remuneration of the external directors. The remuneration committee must not include the chairman (chairmen) of the board of directors, any controlling shareholder or a relative of a controlling shareholder or any director employed by the company or by the company’s controlling shareholder or by an entity under the control of the company’s controlling shareholder, or a director who provides services, on a regular basis, to the company, to its controlling shareholder or to any entity under the control of such controlling shareholder, as well as any director whose principal livelihood derives from the company’s controlling shareholder.

Our Remuneration Committee comprises Stephen Philip Haslett and two (2) other directors designated as external directors pre-Listing, namely Elka Nir and Hang Chang Chieh, whose appointment as external directors will be subject to Shareholders’ approval being obtained at a general meeting to be convened within three (3) months from the Listing in compliance with the Israeli Companies Law, whereupon the Remuneration Committee will then be constituted in compliance with the Israeli Companies Law. The Chairman of our Remuneration Committee is Elka Nir, who is designated to be an external director under the Israeli Companies Law. Our Remuneration Committee will be responsible for, inter alia:

  1. review and making recommendations to the board of directors with respect to the approval of the compensation policy with respect to the terms of office and employment of office holders and any extensions thereof (please see below for details on compensation policy under Israeli law);
  2. periodically reviewing the implementation of the compensation policy and providing the board of directors with recommendations with respect to any amendments or updates thereto;
  3. reviewing and resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders;
  4. determining whether or not to exempt a transaction with a candidate for chief executive officer from shareholder approval because such approval would preclude the engagement with such candidate, provided that such transaction is consistent with the compensaton policy;
  5. overriding a determination of the shareholders in relation to certain compensation related issues, subject to the approval of the board of directors and under special circumstances, such as, the approval of our compensation policy, after such compensation policy was reconsidered by the committee and on the basis of detailed reasons, the committee and thereafter the board of directors determined that the adoption of the compensation policy is in the best interests of our Company despite the objection of the general meeting;
  6. the establishment of key human resources and compensation policies, including all incentive and equity-based compensation plans;
  7. evaluating our executive and senior management; and
  8. recommending to our Board a framework of remuneration for our Directors and key executives, and determine specific remuneration packages for each Executive Director.

All aspects of remuneration, including but not limited to directors' fees, salaries, allowances, bonuses and other benefits-in-kind shall be covered by our Remuneration Committee. Our Remuneration Committee will also review and administer The Trendlines 2015 Share Option Plan.

In addition, our Remuneration Committee will perform an annual review of the remuneration of employees related to our Directors and/or Substantial Shareholder to ensure that their remuneration packages are in line with our staff remuneration guidelines and commensurate with their respective job scopes and level of responsibilities. They will also review and approve any bonuses, pay increases and/or promotions for these employees. Each member of our Remuneration Committee shall abstain from voting on any resolutions in respect of his remuneration package or that of employees related to him.

The quorum of the Remuneration Committee for discussions and decisions shall be the majority of the members.

Compensation Policy

Under the Israeli Companies Law, the compensation policy with respect to the terms of office and employment of office holders must be approved within nine (9) months following the company’s public listing by the board of directors, after considering the recommendations of the remuneration committee, and by a majority of our shareholders present and voting, provided that (i) such majority includes at least a majority of the shareholders who are not controlling shareholders and who do not have a personal interest in the matter, present and voting (abstentions are disregarded), or (ii) the non-controlling shareholders and shareholders who do not have a personal interest in the matter who were present and voted against the policy hold two (2) per cent or less of the voting power in the company. The compensation policy must be reviewed from time to time by the board of directors, and must be re-approved or amended by the board of directors and the shareholders at least once every three (3) years. If the compensation policy is not approved by the shareholders, the remuneration committee and the board of directors may nonetheless approve the policy, following further discussion of the matter and for detailed reasons.

The compensation policy must serve as the basis for decisions concerning the terms of employment or engagement of office holders, including exculpation, insurance, indemnification or any monetary payment, obligation of payment or other benefit in respect of employment or engagement. The compensation policy must relate to certain factors, including advancement of the company’s objectives, the company’s business plan and its long-term strategy, and creation of appropriate incentives for office holders. It must also consider, among other things, the company’s risk management, size and the nature of its operations. The compensation policy must furthermore consider the following additional factors:

  • the education, skills, expertise, professional experience and accomplishments of the relevant office holder;
  • the office holder’s roles and responsibilities and prior compensation agreements with him or her;
  • the ratio between the cost of the employment terms offered to the office holder and the cost of salary of the company's other employees, including those employed through manpower companies, and in particular the relation to the average pay and median pay of such employees;
  • the impact of disparities in salary upon work relationships in the company;
  • the possibility of reducing variable compensation at the discretion of the board of directors; and the possibility of setting a limit on the exercise value of non-cash variable equity-based compensation; and
  • as to severance compensation, the period of service of the office holder, the terms of his or her compensation during such service period, the company’s performance during that period of service, the person’s contribution towards the company’s achievement of its goals and the maximization of its profits, and the circumstances under which the person is leaving the company.

The compensation policy must also take into account the following principles:

  • the link between variable compensation and long-term performance and measurable criteria;
  • the relationship between variable and fixed compensation, and the ceiling for the value of variable compensation;
  • the conditions under which an office holder would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was based was inaccurate and was required to be restated in the company’s financial statements;
  • the minimum holding or vesting period for variable, equity-based compensation; and
  • the maximum limits for severance compensation.

Audit Committee

Under the Israeli Companies Law, a public company must have an audit committee comprised at least three (3) directors, all of the external directors shall be members of the audit committee, and the majority of its members shall be independent (as defined in the Israeli Companies Law). A director may qualify as an independent director under the Israeli Companies Law if he or she does not serve as a member of the board of directors for more than nine (9) consecutive years, and for this purpose any intermission which does not exceed two (2) years will not be deemed as interrupting the tenure duration. Additionally, the audit committee must confirm that such person meets the qualification conditions to appoint an external director as stated above (other than the requirement for accounting and financial expertise or professional qualifications). The audit committee must not include the chairman (chairmen) of the board of directors, any controlling shareholder or a relative of a controlling shareholder or any director employed by the company or by the company’s controlling shareholder or by an entity under the control of the company’s controlling shareholder, or a director who provides services, on a regular basis, to the company, to its controlling shareholder or to any entity under the control of such controlling shareholder, as well as any director whose principal livelihood derives from the company’s controlling shareholder. The chairman of the audit committee shall be one of the external directors. The audit committee may not approve any resolutions or actions requiring its approval unless at the time of approval a majority of the Audit Committee’s members are present which majority consists of independent directors including at least one external director.

Our Audit Committee comprises Stephen Philip Haslett and two (2) other directors designated as external directors pre-Listing, namely Elka Nir and Hang Chang Chieh, whose appointment as external directors will be subject to Shareholders’ approval being obtained at a general meeting to be convened within three (3) months from the Listing in compliance with the Israeli Companies Law, whereupon the Audit Committee will then be constituted in compliance with the Israeli Companies Law. The Chairman of our Audit Committee is Elka Nir, who is designated to be an external director under the Israeli Companies Law. To contact Elka Nir directly, please send an e-mail to: auditcommittee@trendlines.com 
Our Audit Committee will be responsible for, inter alia:

  1. reviewing and recommending to the Board of Directors for approval of our Company’s quarterly and annual financial statements and related management discussion and analysis;
  2. recommending to the Board of Directors and overseeing the external auditors of our Company, including reviewing the scope and results of the external audit, and the independence and objectivity of the external auditors;
  3. making recommendations to our Board on the proposals to the shareholders on the appointment, re-appointment and removal of the external auditors, and approve the remuneration and terms of engagement of the external auditors;
  4. reviewing the relevance and consistency of the accounting standards, the significant financial reporting issues, recommendations and judgements made by the external auditors so as to ensure the integrity of the financial statements of our Group and any announcements relating to our Group's financial performance;
  5. pre-approving all audit and non-audit services to be provided to us or our Subsidiaries by the external auditors;
  6. identifying deficiencies in the administration of our Company (including reviewing and reporting to our Board at least annually the adequacy and effectiveness of our Group's internal controls, including financial, operational, compliance and information technology controls (such review can be carried out internally or with the assistance of any competent third parties)), and recommend remedial actions with respect to such deficiencies;
  7. reviewing the effectiveness and adequacy of our Group's internal audit function;
  8. reviewing the system of internal controls and management of financial risks with our internal and external auditors;
  9. reviewing the co-operation given by our management to our external auditors and our internal auditors, where applicable;
  10. reviewing our Group's compliance with such functions and duties as may be required under the relevant statutes or the Listing Manual, including such amendments made thereto from time to time;
  11. reviewing of hedging policies and instruments to be implemented (if any);
  12. reviewing and approving interested person transactions and review procedures thereof;
  13. reviewing potential conflicts of interest (if any) and to set out a framework to resolve or mitigate any potential conflicts of interests;
  14. reviewing our risk management framework, with a view to providing an independent oversight on our Group's financial reporting, the outcome of such review to be disclosed in the annual reports or, where the findings are material, announced immediately via SGXNET;
  15. investigating any matters within its terms of reference;
  16. reviewing the policy and arrangements by which our staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting and to ensure that arrangements are in place for the independent investigations of such matter and for appropriate follow-up;
  17. administering and overseeing the implementation of the Disclosure and Insider Trading Policy (as defined below), the Whistle Blower Policy (as defined below), the Anti-Bribery Policy (as defined below), and any other corporate policy as may be adopted by our Company; and
  18. undertaking such other functions and duties as may be required by statute or the Listing Manual, and by such amendments made thereto from time to time.

In addition, under the Israeli Companies Law, an Audit Committee is required, among other things, to: (i) identify deficiencies in the administration of our Company (including by consulting with the internal auditor or the external auditors of our Company), and recommend remedial actions with respect to such deficiencies; (ii) determine with respect to transactions with related parties, including office holders and the controlling shareholder (if any), if such transactions are substantial actions (i.e. an action that is likely to materially affect our Company’s profitability, assets or liabilities) or extraordinary transactions (i.e. a transaction that is not in a Company’s ordinary course of business, not on market terms or that is likely to have a material impact on our Company’s profitability, assets or liabilities) and may determine once a year, in advance, criteria for such determination; (iii) determine with respect to extraordinary (and non-extraordinary) transactions with the controlling shareholder, the requirement to conduct a competitive procedure, or other procedures to be conducted prior to entry into such transactions; (iv) review and approve or disapprove certain related-party transactions; (v) determine the procedure for approval of transactions with the controlling shareholder, which are not negligible transactions; (vi) where the board of directors approves the working plan of the internal auditor, examining such working plan before its submission to the board of directors and proposing amendments thereto; (vii) examining the internal audit controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to fulfil his responsibilities; (viii) examining the scope of the external auditor’s work and compensation and submitting a recommendation with respect thereto to the board of directors or general meeting, depending on which of them is considering the remuneration of the external auditor; and (ix) adopt procedures with respect to processing employee complaints in connection with deficiencies in the administration of our Company, and the appropriate means of protection afforded to such employees.

Apart from the duties listed above, our Audit Committee shall commission and review the findings of internal investigations into matters where there is any suspected fraud or irregularity, or failure of internal controls or suspected infringement of any Israeli law, rule or regulation which has or is likely to have a material impact on our Group's operating results and/or financial position. In the event that a member of our Audit Committee is interested in any matter being considered by our Audit Committee, he will abstain from reviewing and deliberating on that particular transaction or voting on that particular resolution.

Our Audit Committee shall also commission an annual internal control audit until such time as our Audit Committee is satisfied that our Group's internal controls are robust and effective enough to mitigate our Group's internal control weaknesses (if any). Prior to the decommissioning of such an annual audit, our Board is required to report to the SGX-ST and the Sponsor on how the key internal control weaknesses have been rectified, and the basis for the decision to decommission the annual internal control audit. Thereafter, such audits may be initiated by our Audit Committee as and when it deems fit to satisfy itself that our Group's internal controls remain robust and effective. Upon completion of the internal control audit, appropriate disclosure will be made via SGXNET of any material, price-sensitive internal control weaknesses and any follow-up actions to be taken by our Board.

Currently, based on the internal controls established and maintained by our Group, work performed by the external auditors, and reviews performed by our management and our Board, our Board, with the concurrence of our Audit Committee, is of the view that our internal control procedures are adequate to address financial, operational and compliance risks.

Internal Auditor

Under the Israeli Companies Law, the board of directors of a public company must appoint an internal auditor proposed by the Audit Committee. The role of the internal auditor is to examine, among other things, whether the company’s actions comply with the Israeli law and orderly business procedures. The internal auditor must not be an “interested party” or an office holder, or a relative of an interested party or office holder, or a member of the company’s external auditors or anyone on his or her behalf. The Israeli Companies Law defines “interested party” to include a person who holds 5% or more of the company’s outstanding share capital or voting rights, a person who has the right to appoint one or more directors or the chief executive officer or any person who serves as a director or a chief executive officer. The identity of the internal auditor must comply with certain other provisions of Israeli law relating to his or her domicile, qualification and other matters. The internal auditor is required to submit a proposal for an annual or periodic work plan for the approval of the board of directors or audit committee (as applicable), which may approve such work plan subject to any changes they deem appropriate.

The Audit Committee is required to examine the activities and to assess the performance of the internal auditor as well as to review the internal auditor’s work plan. We intend to appoint an internal auditor following our Listing.

Other Corporate Policies

Disclosure Policy

Our disclosure policy (“Disclosure Policy”) provides guidance to directors, officers and employees of our Group on our Company’s continuous disclosure obligations post-Listing. The Disclosure Policy provides guidance on, inter alia, relevant disclosure obligations under the Catalist Rules, responding to market speculation, rumours and reports and prohibition on selective disclosure. Our Audit Committee will be responsible for administering and overseeing the implementation of the Disclosure Policy.

Securities Dealing Policy

Our securities dealing policy (“Securities Dealing Policy”) sets out our policy on dealings in our Company’s securities by the directors, officers, management and employees of our Group (“Relevant Persons”). The Relevant Persons are to ensure that any trading by them in any of our Company’s securities is undertaken within the framework set out in the Securities Dealing Policy and in accordance with the relevant laws, regulations and rules in relation to the dealing of our Company’s securities. Pursuant to the Securities Dealing Policy, the Relevant Persons are prohibited from dealing with our Company’s securities during the prescribed blackout periods and, in any event, at any time they are in possession of unpublished material price sensitive information. In addition, as a matter of good practice, the Relevant Persons are also prohibited from dealing in our Company’s securities on short-term considerations. Our Audit Committee will be responsible for administering and overseeing the implementation of the Securities Dealing Policy.

Whistleblower Policy

We have adopted a whistle blower policy (the “Whistleblower Policy”) which encourages employees and others who deal with our Company, and who have serious concerns about any aspects of our Company’s work, to voice such concerns. The Whistleblower Policy sets out our commitment to investigate thoroughly concerns that are reported in good faith and to protect employees, contractors or other stakeholders who report wrongdoing from being discriminated against or disadvantaged. Pursuant to the Whistleblower Policy, those with a complaint or concern about our Company are be expected to contact a member of our Audit Committee or another person designated as a compliance officer. The procedure that will be followed by our Company to address a complaint is also set out.

All reported submissions will be treated with the strictest confidentiality.

Contact whistleblowing@trendlines.com

Anti-Bribery and Anti-Corruption Policy

We have adopted an anti-bribery and anti-corruption policy (“Anti-Bribery Policy”) which establishes our commitment to comply fully with any local and foreign anti-bribery or anti-corruption laws and regulations that may be applicable, including Israeli laws and regulations. The Anti-Bribery Policy prohibits our Company’s personnel, agents and third party service providers working on behalf of our Company from promising, giving or accepting a bribe. The Anti-Bribery Policy applies to our Company’s personnel and reflects the standards that business associates, partners, agents, contractors, consultants and third party service providers to our Company are expected to adhere to when acting on our Company’s behalf. The Anti-Bribery Policy gives examples of forms of bribery and corruption and provides guidelines for dealing with the giving and acceptance of gifts and meals as well as expense reimbursement. The Anti-Bribery Policy also sets out strategies we will adopt to mitigate bribery and corruption risk. Our Audit Committee will be responsible for monitoring compliance with the Anti-Bribery Policy and initiating investigations of reported violations.

Exits and Awards

We took two companies public and exited six companies.
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IR Contact Details

Judith Kleinman
Director, Investor Relations and Corporate Communications
The Trendlines Group
+972.72.260.7000
judith@trendlines.com

 


Romil Singh / Reyna Mei
Financial PR Pte Ltd
+65 6438 2990
investors@trendlines.com

Copyright 2017 The Trendlines Group

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