The following statement of corporate governance reflects the position of the Company as at 31 December 2017.
The board is responsible for the Company’s corporate governance policy, and recognize the importance of high standard of integrity, and consistently seeks to apply the principles set out in the Combined Code of on Corporate Governance (the “Code”) to the extant they are appropriate for, and applicable to, a company of MTIs’ size quoted on the AIM market of the London Stock Exchange plc.
Pursuant to the provisions of the Israeli Companies Law, the Company has nominated Lihi Elimelech Bechor and Richard Bennett as external (independent) directors. As such, the initial term of an external director is three years and this may be extended for two additional three-year terms. The external directors have to serve on the Audit committee, the Financial committee and on the Remuneration committee. The rest of the board members are elected annually in the shareholders meeting.
The board is responsible for formulating, reviewing and approving the Company’s strategy, budgets and corporate actions. The board generally meets five times a year and at such other times as required, and receives regular reports on a wide area of key issues including operational performance, risk management and corporate strategy, budget and corporate actions etc and other areas which are either required by law or deemed relevant by the management.
Audit & Financial Statements Committee
The audit committee and the financial statements committee are chaired by Mrs. Lihi Elimelech Bechor. The other members are Richard Bennett and Zvi Kanor. The external auditors, together with the finance director, are invited to attend these meetings as and when required.
The Remuneration Committee is chaired by Lihi Elimelech Bechor. The other members are Richard Bennett and Zvi Kanor. In accordance with its terms of reference, the committee reviews the performance of the executive directors and key employees and makes recommendations to the board and the shareholders of the company, pursuant to Rule 20 of the Israeli Companies Law, on matters relating to their remuneration and terms of employment. Such remunerations usually includes both fixed and variable compensation package including share options and other equity incentives pursuant to any share option scheme or equity incentive scheme. The remuneration arrangements of the non-executive directors are determined by the board as a whole and, in accordance with the Israeli Companies Law, approved in the Annual General Meeting of its Shareholders.
The board welcomes the views of shareholders. The Annual General Meeting (“AGM”) is used as an opportunity to communicate with shareholders. All shareholders are encouraged to attend the Company’s AGM in order to take advantage of the opportunity to ask questions of the directors.
Shareholders may also contact the Company in writing or via its website, which is regularly updated. Additional information is supplied through the circulation of the Quarterly Report and the Annual Report and Accounts. During the year the Company issued a series of announcements to the Stock Exchange and updated its website in accordance with AIM Rule 26. The Chief Executive, Finance Director and the Chairman from time to time meet individual and institutional shareholders and provide such information as is permissible in order to facilitate a better understanding of the Company’s business and operations.