As an AIM listed company, full compliance with the Combined Code on Corporate Governance as recommended by the Financial Reporting Council is not a formal obligation for the Company.

However, since the Combined Code consists of principles of good governance and code of best practices, Orpak’s Directors recognize the importance of sound corporate governance and intend that the Company will comply with the Combined Code's main provisions to the extent that they are appropriate to its size and organization.

 

The Board

The Board of Orpak Systems Ltd., chaired by Alexander Milner, normally meets quarterly.

It reviews budgets, sales performance, business strategy and other issues of importance to the Company.

 

Remuneration and Nomination Committee

The Remuneration and Nomination Committee consists of Yigal Berman (chairman), Madhukar Bhagwat (committee member) and David Willis (committee member).

All three committee members are non-executive Directors.

 

The remuneration and Nomination Committee reviews the performance of the executive directors and makes recommendations to the Board on matters relating to their remuneration and terms of employment.

The Remuneration and Nomination Committee also makes recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time.

This Committee also assists the Board by conducting a rigorous and transparent process when making or renewing appointments of directors to the Board.

It also advises the Board on issues of directors’ independence.

 

Audit Committee

The Audit Committee comprises of David Willis (chairman), Yigal Berman (committee member) and Madhukar Bhagwat (committee member).

The Audit Committee considers the internal control environment, reviews external financial reporting and monitors the system for compliance with laws and regulations.

 

Model Code

The Company has adapted a model code for directors and employee share dealings which, taking account of the fact that the Company is incorporate in Israel, is appropriate for a company whose securities are traded on AIM and is in accordance with Rule 21 of the AIM Rules.

 

Internal Control

The Board of Directors has overall responsibility for the Company’s systems of internal controls. This includes financial, operational and compliance designed to provide reasonable (but not absolute) assurance against material misstatement or loss.

The controls are used in identifying, evaluating and managing significant risks of the Company on an ongoing basis.

 

They include:

• Ensuring that an appropriate organizational structure exists with clear lines of responsibility and delegation of authority.
• Allocation of responsibility for important business functions to experienced and suitably qualified staff.
• Detailed budgets and plans that are approved by the Company’s Board.
• Regular consideration by the Board of actual results compared with budgets and forecasts.
• Compliance by subsidiaries with the Company’s operating procedures and policies.
• Annual review of the Company’s insurance cover.
• Defined procedures for the appraisal and authorization of capital expenditure and capital disposals.
• Regular reporting of the Company’s liquidity position.

Going Concern

After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

For this reason they continue to adopt the going concern basis in preparing the accounts.

 

Relations with Shareholders

Orpak seeks to maintain good communications with shareholders.

The Company dispatches the notice of Annual General Meetings (‘AGM’), with an explanatory circular describing items of special business, at least 21 working days before the meeting.

All shareholders have the opportunity, formally or informally, to put questions to the Company’s AGMs and Orpak’s CEO makes a statement on current trading conditions at that meeting.

At each AGM, the Chairman advises shareholders of the proxy voting details on each of the resolutions that are dealt with on a show of hands.