ITEM 1 - APPROVAL OF THE NEW COMPENSATION POLICY
As required by the Companies Law, the Company has adopted a compensation policy regarding the terms of office and employment of its “office holders” (as such term is defined in the Companies Law). The Company's members of the Board of Directors ("Company's Directors"), the Company's CEO and the Company's Executive Vice Presidents ("EVPs") (the CEO and the EVPs are collectively referred to as “Executive Officers”) are considered “office holders” (as such term is defined in the Companies Law). A compensation policy was approved by the Company’s shareholders at the Extraordinary Shareholders' General Meeting held on January 7, 2014, (the "Former Compensation Policy").
Pursuant to the Companies Law, a compensation policy of a publicly traded company such as the Company needs to be re-approved every three (3) years by (i) the board of directors, following the recommendations of the compensation committee and (ii) by a Special Uninterested Majority vote of the Company's shareholders. In the event that the compensation policy is not so approved by the shareholders, the board of directors may nonetheless approve it, provided that the compensation committee and the board of directors, following further discussion of the matter and for specified reasons, determine that the approval of the compensation policy is in the best interests of the company.
In the proxy statement issued by the Company on October 19, 2016 in connection with the Company’s Annual General Meeting that was held on Wednesday, November 23, 2016, the Company proposed the approval of an amended compensation policy. This proposal was eventually withdrawn from the agenda of the above mentioned meeting, in order to allow the compensation committee of the Company (the "Compensation Committee") and the Board, to further review and discuss the various matters to be included in the Company's compensation policy and to consider certain comments received from shareholders or on their behalf with respect to the proposed amended compensation policy.
After a thorough review conducted by the Compensation Committee, with the assistance of both legal and financial experts, of the issues to be included in a compensation policy appropriate to the Company, the Board, with the recommendation of the Compensation Committee, determined that the New Compensation Policy proposed in this Proxy Statement is appropriate for the Company and provides alignment of the compensation package of the Company's Executive Officers with the designated purposes of the Company.
In structuring the New Compensation Policy, the Compensation Committee and the Board considered the Company’s global business activities and the environment in which the Company operates. In so doing, the Compensation Committee and the Board emphasized, among other factors, that:
The Company is an international high technology company, engaged in a wide range of defense, homeland security and commercial programs throughout the world, operating businesses in Israel, the U.S., Europe, Asia-Pacific and Latin America. The Company’s main competitors are both the major defense companies in Israel as well as international global companies based in the U.S. and Europe.
A compensation policy for the Company's Directors and Executive Officers must reflect the Company’s unique characteristics as a global multi-billion dollar company.
The experience gained in the implementation of the Former Compensation Policy indicates that an appropriate and balanced compensation package is a key component to motivate the Company's Executive Officers and is essential to the continued growth of the Company.
The Company’s interests are better served if the current employment agreements and arrangements with the Company's Executive Officers are honored and the compensation package for the Company's Executive Officers needs to ensure the Company's ability to both retain its current Executive Officers as well as to recruit from time to time additional highly skilled professionals with the necessary capabilities to promote creativity, manage the Company's complex business, worldwide operations and risks and execute its strategy.
In March 2016, the Company's shareholders approved, with the required Special Uninterested Majority, the terms of office and employment of the Company’s CEO, which are in effect for an unlimited period of time (the "Approved Employment Terms of the CEO").
In light of all of the above, the Compensation Committee and the Board in their respective decisions determined that the New Compensation Policy complies with the Company’s strategies, goals and risk management principles.
Based upon the above determination, the Board, with the recommendation of the Compensation Committee, approved the New Compensation Policy.