Israel Discount Bank : Corporate Governance Questionaire

CORPORATE GOVERNANCE QUESTIONNAIRE1

INDEPENDENCE OF THE BOARD OF DIRECTORS

							Correct		Incorrect
1.		All through the reporting year, two or more External Directors served with the Corporation.		
					This question can be answered "Correct" if the time period during which two External Directors did not serve does not
					exceed 90 days, as stated in Section 363A(b)(10) of the Companies Law, but whatever the answer (Correct/Incorrect),
					the time period (in days) is to be stated during which two or more External Directors did not serve with the
					Corporation in the Reporting Year (including also the period of service approved retroactively, distinguishing between
					the various External Directors):
					Director A: Aharon Abramovich
					Director B: Baruch Lederman
					Director C: Sigal Barmak2
					Director D: Prof. Shalom Hochman2
					Number of External Directors serving with the Corporation as of the date of publishing this questionnaire: 3.

1. Published on March 16, 2014, as part of the legislative proposals for improving the reports.
2. Ms. Barmak took office as an external Director on August 1, 2021, replacing Prof. Hochman, whose office was terminated on that date.

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2.

3.

4.

5.

Ratio3 of Independent Directors4 serving with the Corporation as of the date of publishing this questionnaire: 7/10

Ratio of Independent Directors prescribed by the Articles5 of the Corporation6: ______

• Not relevant (not prescribed in the Articles).

A check was performed in the Reporting Year on the External Directors (and the Independent Directors) and it was found that, in the Reporting Year, they were in compliance with the provisions of Section 240(b) and (f) of the Companies Law with regard to the External (and Independent) Directors serving with the Corporation not having an Interest, and also that the conditions necessary for them to serve as an External (or Independent) Director had been fulfilled.

All of the Directors who served with the Corporation during the Reporting Year are not answerable7 to the President & CEO, directly or indirectly (except for a Director who is an employee representative, if the Corporation has such employee representation).

If you answer "Incorrect" (i.e., the Director is answerable to the President & CEO, as stated) - state the ratio of Directors who failed to meet the aforesaid restriction: ____.

All Directors who disclosed having a Personal Interest in the approval of a transaction on the agenda of the meeting did not attend the discussion and did not participate in the aforesaid vote (other than a discussion and/or a vote in circumstances which comply with Section 278(b) of the Companies Law):

If you answer "Incorrect" -

_____		_____







1. In this questionnaire, "Ratio" is the particular number out of the total, for example 3/8.
2. Including "External Directors" as defined in the Companies Law.
3. For the purposes of this question - "Articles" includes in accordance with a specific statutory provision applicable to the Corporation (in the case of a banking corporation for example - the directives of the Supervisor of Banks).
4. A debenture company is not required to answer this section.
5. For the purposes of this question - serving as a Director of an investee corporation that is controlled by the Corporation shall not be deemed as being "answerable". On the other hand, serving as a Director of the Corporation who serves as an Officer (other than Director) and/or is employed in an investee corporation that is controlled by the Corporation shall be deemed as being "answerable" for the purposes of this question.

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Was it in order for the Director to present a particular topic in accordance with the provisions at the end of Section 278(a):

 Yes  No (Place an X in the appropriate box).

Note the ratio of meetings at which the aforesaid Directors attended the discussion and/or participated in the vote, other than in the circumstances referred to in subsection a: ________.

6. The Controlling Shareholder (including his Relative and/or anyone acting on his behalf), who is not a Director or another Senior Officer of the Corporation, was not present at the meetings of the Board of Directors held in the Reporting Year.

If you answer "Incorrect" (i.e., a Controlling Shareholder and/or his Relative and/or anyone acting on his behalf, who is not a member of the Board of Directors and/or a Senior Officer of the Corporation was present at the aforesaid meetings of the Board of Directors) - the following details regarding the presence of the additional person at the aforesaid meetings of the Board of Directors are to be provided:

Identity: _________.

Position in the Corporation (if any): ________.

Details of the Interest vis-à-vis the Controlling Shareholder (if the person present is not the Controlling Shareholder himself): _______.

Was the person attending in order to present a particular topic:  Yes  No (Place an X in the appropriate box).

Ratio of attendances8 at meetings of the Board of Directors held in the Reporting Year in order for him to present a particular topic: ____, other attendances: ____.

• Not relevant (the Corporation does not have a Controlling Shareholder).

8 Differentiating between the Controlling Shareholder, his Relative and/or anyone acting on his behalf.

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ELIGIBILITY AND QUALIFICATIONS OF THE DIRECTORS

7.

8.

9.

				Correct		Incorrect
The Corporation's Articles do not contain a provision restricting the possibility of immediately terminating the service of		
all the Corporation's Directors, who are not External Directors (for this purpose - a decision by a simple majority is not
considered a restriction)9.
If you answer "Incorrect" (i.e., such a restriction does exist), state -
A.		The time period prescribed in the Articles for a Director's service: ____.
B.		The required majority prescribed in the Articles for terminating the service of the Directors: ____.

1. Legal quorum prescribed in the Articles at the General Meeting for the purpose of terminating the service of the Directors: ____.

D.			The required majority to change these provisions in the Articles: ____.
The Corporation has taken action to prepare a training program for new Directors, in relation to the Corporation's		
business and in relation to the law applicable to the Corporation and the Directors, as well as having taken action to
prepare a continuing training program for serving Directors, that is customized, inter alia, to the duties that the Director
performs at the Corporation.
 If you answer "Correct" - state whether the program was in operation in the Reporting Year:  Yes 	No	(Place an
X in the appropriate box)
A.		The Corporation has prescribed the minimum number of Directors on the Board of Directors that are required to				_____
			possess Accounting and Financial Expertise.
			If you answer "Correct" - state the minimum number prescribed: A fifth.

9 A debenture company is not required to answer this section.

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