Israel Railways Ltd is a government Company, with bonds traded on the Tel Aviv Stock Exchange in Tel Aviv. As a public Company operating in a dynamic and varied environment, Israel Railways conducts itself based on effective corporate governance. Corporate governance is an essential component of the proper and appropriate function of any Company, particularly a reporting corporation such as Israel Railways.
Corporate Governance Code
The Company's Corporate Governance Code, which was formulated by the Company's Board of Directors, is a cornerstone of the Board of Directors' activity and regulates, inter alia, the Board of Directors' mode of action, its committees and their fields of authority and responsibility.
The Corporate Governance Code is derived from laws, regulations, guidelines as well as different legal provisions applicable to the Company, including the Companies Law, the Government Companies Law, the Securities Law and the regulations of such laws.
In addition to this Code, as part of its internal enforcement program, the Company has adopted work procedures aiming to implement norms of compliance with the Companies Law and the Securities Law within the Group, as well as to reduce the exposure of the Group, its managers and employees to the administrative enforcement procedure.
Israel Railways' Board of Directors
The Board of Directors of Israel Railways determines the strategy and outlines the Company's policy and goals regarding various issues. The Board of Directors is responsible for outlining the Company's policy and supervising the manner of its implementation by the CEO and the management. These roles require ongoing tracking of the activities of the CEO and the management, as well as the manner in which the Company carries out the resolutions adopted by the Board of Directors.
The duties of the Board of Directors
The duties of the Board of Directors are diverse and primarily fixed in legislation. The Board of Directors determines the Company's work plan, either annually or for the long term, as well as the Company's organizational structure. The Board of Directors is obligated to determine, to discuss and approve resolutions as required by law.
The Board of Directors examines the Company's financial state, discusses the financial statements and approves the Company's annual budget. From time to time, the Board of Directors discusses the approval of appointments of senior employees of the Company and determines their terms of employment and wage, pursuant to the remuneration policy approved by the Company, as well as the wage and the work conditions of all Company's employees.
In addition, the Board of Directors outlines the Company's risk management policy and even certifies the annual and the multi-annual work plan of the internal audit.
Decision making Procedures
Decisions of the Board of Directors are conveyed through the CEO to the person responsible for the matter within the company, and the Board of Directors is responsible for tracking their implementation, as specified in the Corporate Governance Code.
In addition to the aforesaid, the Corporate Governance Code specifies the frequency of the meetings of the Board of Directors, the quorum for the Board of Directors, the manner of agenda fixing, decision making by the Board of Directors and editing of the discussion protocol.
The Committees of the Board of Directors
Israel Railways' Board of Directors has established five committees, exclusively presided over by members of the Board of Directors, for the purpose of optimizing the work of the Board of Directors:
These committees regularly report their activities to the Board of Directors, and their recommendations are presented to the Board of Directors, a reasonable time before they are brought up for the discussion and approval of the Board of Directors.
Board of Directors
Mrs. Hagit Bachar - External Director
Mr. Eli Cohen - Director
Mrs. Idit Lusky - External Director
Mr. Ofer Margalit - Director
Mrs. Dalit Regev - Director
Mrs. Sarit Salshin - Director
Mr. Kucai Ganaim - Director
Mr. Yaakov Ganot - Director