General Meeting appoints members of the Board of Directors, approves the Memorandum and Articles of Association, determines the company’s registered capital, approves actions and transactions that by law require the approval of the general meeting, approves allocation of organizational authority within the company, appoints the Auditor and receives a report from the Board of Directors concerning financial statements, all as stipulated in the law.
Board of Directors establishes company policy, appoints the CEO and supervises the implementation of the CEO’s tasks. The Board of Directors bears the ultimate responsibility for the operations of the company.
Chairman of the Board of Directors is responsible for leading the Board. He is also responsible for the proper and effective operation of the Board and the fulfillment of its duties, as the body that determines Delek Group’s commercial and general policy and supervises the work of the CEO.
Role of the Chief Executive Officer (“CEO”) is to manage Delek Group according to the policy of the Board of Directors and its decisions, as well as to implement this policy in the company.
Any management authority and implementation that has not been explicitly determined to whom it is attributed is the responsibility of the CEO, unless the Board of Directors or the shareholders at the General Meeting decide otherwise. Any other responsibility that is not defined to whom it belongs is the responsibility of the Board.
The Board of Directors will discuss and/or decide, inter alia, the following issues:
- Budget and work plan
- Financial and funding plan
- Periodic and interim (quarterly) financial statements
- Assessment and approval of the effectiveness of internal controls on financial reporting and disclosures including discussion of shortfalls, if any found, and ways to correct them, in accordance with the company’s ISOX procedures.
- Discussion and approval of management’s declaration concerning the correctness of the internal audit.
- Assessment of the scope of the auditor’s work and fees.
- Discussion of all details about which the auditor has reservations, has made a comment or refrained from expressing his opinion.
- Control and risk management policy
- Supervision and approval of conflicts of interest
- Supervision of Board committees
- Appointment of CEO and termination of his tenure
- Approval of compensation for officers, as required by the law.
- Discussion of all issues requiring its approval or consideration in law.
- Approval of budget and determining the company’s donations policy.
To view the company’s Code of Ethics, please click here.