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Transcript of Amiad Water Systems Ltd. Remuneration Policy · PDF file Amiad Water Systems Ltd. Remuneration...

  • 2016 Remuneration

    Policy

    1

    Annex A

    Amiad Water Systems Ltd.

    Remuneration Policy

    PART I - GENERAL

    Introduction

    1. This remuneration policy (the "Remuneration Policy") of Amiad Water Systems Ltd. (the "Company") applies to all of the Company's Office Holders, as such term is

    defined in the Companies Law, 5759-1999 (the "Companies Law"), and constitutes the

    Company's policy with respect to the remuneration of its Office Holders.1Except if

    specifically mentioned, the Remuneration Policy will replace the previous remuneration

    policy approved by the general meeting of the shareholders of the Company on 13 August

    2013 (the "Previous Policy")..

    2. This Remuneration Policy was drafted and adopted in accordance to the requirements of amendment 20 to the Companies Law (hereinafter: “Amendment 20”), and hence was

    determined while considering, inter alia, the considerations in section 267B(a) to the

    Companies Law and includes, inter alia, reference to the matters specified in Part A of

    the First Addendum A to the Companies Law and provisions as specified in Part B of the

    said addendum.

    3. The Remuneration Policy provides guidelines pursuant to which the Company shall determine the remuneration of the Company's Office Holders, while considering principles

    that will enable to balance the desire to remunerate Office Holders for their

    accomplishments with the need to ensure that the remuneration structure of the Company

    ensures the Company's long term objectives and goals.

    4. The Remuneration Policy is not intended to establish any rights or legally binding obligations towards any of the Company’s Office Holders. Each Office Holder’s

    remuneration shall be determined according to the personal employment contract signed

    between such Office Holder and the Company.

    5. The board of directors of the Company (the "Board") approved this Remuneration Policy pursuant to the recommendations of the Company’s remuneration committee

    (the "Remuneration Committee").

    6. This Remuneration Policy is for a term of 3 years as of its approval by the general meeting, in accordance with the provisions of the Companies Law. Notwithstanding the

    forgoing, the Board shall examine from time to time, and in any event at least once a year,

    the Remuneration Policy and the need to make any adaptations the Remuneration Policy's

    provisions so it will correspond to the provisions of Amendment 20, whether there was a

    substantive change in the circumstances that existed when it was determined or for

    other reasons. For the avoidance of doubt, all terms and conditions (including, without

    derogating, the targets, the thresholds, the principals and the bonuses) for the year 2016

    will be in accordance to the Previous Policy.

    1 As this term is defined in section 1of the Companies Law.

  • 2016 Remuneration

    Policy

    2

    7. This Remuneration Policy will be interpreted with the provisions of the Companies Law and/or the regulations thereunder as shall be amended from time to time even if they

    contradict or modify the provisions of this Remuneration Policy.

    The objectives of the Remuneration Policy

    8. The Company is a leading global producer of automatic, self-cleaning water treatment and filtration solutions. The Company's headquarters are in Israel, and it is active

    world-wide, directly and through subsidiaries, in over 80 countries.

    9. The Company believes that that Remuneration Policy should set guidelines and principles designated to achieve the Company's long term goals and objectives. The

    Company also believes that in order to maintain its position as global leader, to advance

    and support its continued growth and to attain its goals, it is essential to have

    competent, strong and effective leadership.

    10. Therefore, this Remuneration Policy is designated to ensure that the Company shall have the ability to attract, recruit and retain qualified highly-skilled officers, most

    suitable to the Company's needs, and to provide incentives that will steer and motivate the

    Company's officers to achieve the short and long term goals that the Company has set for

    itself and its employees.

    11. All of the above, while taking into account the size of the Company, the nature of its activities, the officers’ various roles and spheres of responsibility and the Company's

    risk management policy.

    The Consideration in Determining the Remuneration Policy

    12. Pursuant to the provisions of Amendment 20, the Remuneration Policy is based, inter alia, on the following considerations guided the Company in determining the

    Remuneration Policy:

    12.1 Advancement of the Company’s goals and objectives, its work plan and its long term policy, which include, inter alia, maintaining the Company's

    position as global leader and to continue and advance the Company’s growth;

    12.2 Creating adequate incentives to the Company's Office Holders, while considering, inter alia, the Company's risk management policy;

    12.3 The size of the Company and the nature of its activities as a global leader in the water treatment and filtration solutions active world-wide;

    12.4 With respect to the variable components included in the remuneration - the contribution of the Office Holder to the achievement of the Company goals and

    to the maximization of its profits, all in a long term vision and in accordance with

    the Officeholder's position in the Company as a member of the Company’s senior

    management team.

    13. The Remuneration Policy takes into consideration, inter alia, the company’s characteristics, financial status, abilities, business forecast and strategic goals.

    The Principles of the Remuneration Policy

    14. The remuneration package consists of several components, each serve different purposes:

    14.1 Fixed Base Salary and Employment Benefits - The basic salary and fringe benefits being paid or allocated each month, as well as the severance terms (all the

  • 2016 Remuneration

    Policy

    3

    "Fixed Component"), serve the purpose of ensuring the recruitment and retention

    of the qualified highly skilled officers, suitable for the Company's needs, while

    taking into account the market conditions in the various localities around the world

    that the Company operates in.

    14.2 Variable based performance benefits – The variable based performance

    benefits serve as an incentive for officers to achieve the Company’s annual and

    long term goals, depending upon their position and scope of responsibility, while

    considering the Company’s long-term objectives and the Company’s risk-

    management policy.

    14.3 Variable based equity benefits - the variable based equity benefits of the remuneration serves as an incentive for officers to maximize the Company’s long-

    term value, and is a measure for retaining high ranking officers who are

    contributing to the achievement of the Company’s objectives and goals. The

    proposed equity remuneration also relates to a financial criterion that represents a

    combination of long-term targets (the Company’s operating assets versus profit).

    PART II – OFFICERS (NON-DIRECTORS AND EXECUTIVE DIRECTORS)

    Remuneration Policy with respect to Office Holders who are not Directors or that serve

    as Executive Directors, as such term is defined in section 40 below ("Officers")

    Fixed Component

    15. As detailed above, the purpose of the Fixed Component is to enable the recruitment and retention of the qualified highly skilled officers, suitable for the Company's needs.

    16. The Fixed Component also reflects the officer's skills (like; experience, knowledge that he brings to the job, expertise gained during his employment, education etc.) and the

    requirements of his position, his authority and scope of responsibility, while taking into

    account the market conditions in the relevant location around the world that the Company

    operates in.

    17. In addition, the Fixed Component is also designated to comply with legal requirements to provide certain benefits that are mandatory under applicable law (e.g. sick leave,

    contributions to pension funds).

    Base Salary and Employment Benefits

    18. The monthly base salary of the Company’s Officers shall be determined by the Company's Board while referring to the following matters:

    18.1 The objectives and considerations detailed in sections 8-13 to this Remuneration Policy above;

    18.2 the position of the officer, the scope and spheres of his responsibility and, if relevant, previous salary agreements concluded with him by the Company;

    18.3 the officer's training, qualifications, expertise, professional experience and achievements;

    18.4 the relation of the cost (as this term is defined in the Companies Law) of the officer to the cost of the Company's other employees in Israel and of the contractor

    employees employe