{"id":4749,"date":"2022-03-17T13:51:48","date_gmt":"2022-03-17T13:51:48","guid":{"rendered":"http:\/\/www.splitit.com\/?post_type=policies_charters&p=4749"},"modified":"2022-04-25T14:46:18","modified_gmt":"2022-04-25T13:46:18","slug":"remuneration-policy-for-directors-and-officers","status":"publish","type":"policies_charters","link":"https:\/\/www.splitit.com\/investors\/policies-and-charters\/remuneration-policy-for-directors-and-officers\/","title":{"rendered":"Remuneration Policy for Directors and Officers"},"content":{"rendered":"
Remuneration Policy for Directors and Officers of Splitit Payments Ltd. (the \u201cCompany\u201d or \u201cSplitit\u201d)<\/strong><\/p>\n Table of Contents<\/strong><\/p>\n 1. Background<\/strong><\/p>\n Under the Israeli Companies Law 5759-1999 (the \u201cCompanies Law<\/strong>\u201d), the remuneration committee is responsible for: (i) making recommendations to the Board of Directors with respect to the Remuneration Policy applicable to the Company\u2019s office holders and any extensions thereto; (ii) providing the Board of Directors with recommendations with respect to any amendments or updates to the Remuneration Policy and periodically reviewing the implementation thereof; (iii) reviewing and approving arrangements with respect to the terms of office and employment of office holders; and (iv) determining whether or not to exempt a transaction with a candidate for the position of chief executive officer from shareholder approval.<\/p>\n The Remuneration Policy is a multi-year policy which shall be in effect for a period of three years from the date of its approval. The Remuneration Committee and the Board of Directors shall review the Remuneration Policy from time to time, as required by the Companies Law and any other law and or regulations to the extent applicable to the Company, including the Corporations Act 2001 (Cth) and the ASX Listing Rules. The Remuneration Policy shall be reapproved as required by the Companies Law, every three years.<\/p>\n Nothing in this Remuneration Policy shall authorize the Company to do anything that would contravene the ASX Listing Rules (unless the requirements of the ASX Listing Rules are also complied with) and to the extent of any inconsistency between this Remuneration Policy and the ASX Listing Rules (as amended from time to time), the ASX Listing Rules shall prevail<\/p>\n 2. The purpose of the document and its contents<\/strong><\/p>\n The purpose of the document is to define the Remuneration Policy for the Office Holders in the Company, and present the guiding principles for the remuneration.<\/p>\n For purposes of this Policy, \u201cOfficers\u201d shall mean \u201cOffice Holders\u201d as such term is defined in the Companies Law, excluding, unless otherwise expressly indicated herein, the Company\u2019s directors who are not employees or service providers of the Company.<\/p>\n This Remuneration Policy shall apply to remuneration agreements and arrangements which will be approved after the date on which this Remuneration Policy is approved by the shareholders of the Company.<\/p>\n 3. Remuneration Objectives<\/strong><\/p>\n Attract, motivate, retain and reward highly experienced personnel in competitive labor markets.<\/p>\n Improve business results and strategy implementation, and support workplan\u2019s goals, through a long term perspective.<\/p>\n Drive Officers to create long term economic value for the Company.<\/p>\n Create a clear correlation between an individual\u2019s remuneration and both the Company and the individual\u2019s performance.<\/p>\n Align Officers\u2019 interests with those of the Company and its shareholders and incentivize achievement of long term goals.<\/p>\n Create fair and reasonable incentives, considering the Company\u2019s size, characteristics and type of activity.<\/p>\n Support market-driven pay decisions and ensure pay levels are set according to comparable market rates.<\/p>\n Create a desired and suitable balance between fixed and variable pay components.<\/p>\n 4. Remuneration Policy<\/strong><\/p>\n 4.1. Remuneration structure and components<\/strong><\/p>\n Remuneration components under this Remuneration Policy may include the following:<\/p>\n The Company\u2019s Officers\u2019 remuneration package is tailored to best suit with the Company\u2019s characteristics and operations; and is designed to serve the Company\u2019s long term goals and balance correctly between encouraging performance and limiting unwarranted risks.<\/p>\n 4.2. Base salary for Officers<\/strong><\/p>\n The base payment compensates the Officer for his\/her time and effort in performing his\/her tasks and reflects the Officer\u2019s role, skills, qualifications, experience and market value (the \u201cBase Salary\u201d).<\/p>\n The Base Salary for Officers will be set based on the following considerations:<\/p>\n When deciding on increasing an Officer\u2019s Base Salary, the following considerations shall be applied:<\/p>\n An executive Officer\u2019s remuneration must not include a commission on, or a percentage of, operating revenue of the Company or its subsidiaries.<\/p>\n 4.3. Benefits and perquisites \u2013 for Officers<\/strong><\/p>\n The Company\u2019s benefit plans are designed to supplement cash remuneration, based on local market practice for comparable positions, and are subject to the Israeli labor laws.<\/p>\n The Company may offer its Officers market-competitive benefit plans which may include the following:<\/p>\n 4.4. Incentive Scheme \u2013 for Officers<\/strong><\/p>\n The Company\u2019s incentive scheme will be based on a variable annual cash incentive, designed to reward Officers based on the achievement of predetermined Company and individual goals (the \u201cBonus\u201d).<\/p>\n For each calendar year, the Company will define individual and Company measurable goals for each Officer.<\/p>\n The annual Bonus will be capped at 6 monthly base salaries.<\/p>\n The Bonus plan shall, but is not required to, take into account the profit level of the Company as a group and may also, but is not required to, take into account the profit level of the respective applicable division.<\/p>\n The bonus parameters will be determined based on pre-defined measurable and quantified considerations.<\/p>\n Measurable criteria for the Bonus may include (but is not limited to) any one or more of the following criteria, in accordance with the following ranges:<\/p>\n The Bonus plan will include the following stipulations:<\/p>\n 4.5. Equity based remuneration for Officers:<\/strong><\/p>\n The Company\u2019s variable equity based remuneration is designed to retain Officers, align Officers and shareholders\u2019 interests and incentivize achievement of long term goals.<\/p>\n goals. The Company shall be entitled to grant to Officers stock options, Restricted Stock Units (as defined in the Employee Share Incentive Plan) or any other equity based remuneration (the \u201cOptions\u201d).<\/p>\n The grant of the Options shall be in accordance with the Company\u2019s equity remuneration policies and programs in place from time to time.<\/p>\n General guidelines for the grant of Options:<\/strong><\/p>\n The Options shall be granted from time to time and be individually determined and awarded by the Board of Directors according to the performance, skills, qualifications, experience, role and the personal responsibilities of the Officer.<\/p>\n Outstanding Options granted to Officers and directors of the Company will not represent more than 15% of the Company\u2019s outstanding (fully diluted) shares.<\/p>\n Vesting schedule \u2013 The Options will vest and become exercisable over a period of three years, according to the vesting schedule below, creating desired incentives for the Officers in a long-term perspective.<\/p>\n (i) 33.33% of the Award shall vest on the first anniversary of the Commencement Date.<\/p>\n (ii) The remaining 66.66% of the Award shall vest (equally) on a quarterly basis, over 8 quarters as of the first anniversary of the Commencement Date.<\/p>\n Exercise price will be as determined by Remuneration Committee in accordance with all applicable laws and regulations.<\/p>\n The Options shall have a 5-year expiration period.<\/p>\n Any others terms of the grant will be determined by the Remuneration Committee and the Board of Directors at their discretion, in accordance with applicable law.<\/p>\n The Board of Directors shall have discretion to determine a cap to the exercise value of the Options.<\/p>\n 4.6. Retirement and termination of service arrangements<\/strong><\/p>\n Advance notice<\/strong><\/em><\/p>\n The Officer shall be entitled to an advance notice prior to termination in a period of up to 3 months (the \u201cNotice Period<\/strong>\u201d). Any Notice Period longer than 3 months requires the prior written approval of the Board of Directors.<\/p>\n No Officer of the Company (or any subsidiary of the Company) shall be entitled to \u201ctermination benefits\u201d (as that term is defined in the ASX Listing Rules, \u201cTermination Benefits<\/strong>\u201d) (or any increase in termination benefits) if a change occurs in the shareholding or control of the Company or its subsidiary.<\/p>\n With the approval of the Company\u2019s shareholders, no Officer of the Company or any of its subsidiaries will be, or may be, entitled to Termination Benefits if the value of those benefits and the Termination Benefits that are or may become payable to all Officers together exceed 5% of the \u201cequity interests\u201d (as that term is defined in the ASX Listing Rules) of the Company as set out in the latest audited financial accounts given to ASX.<\/p>\n During the Notice Period, the Officer is required to keep performing his duties pursuant to his agreement with the Company, unless the Board of Directors has released the Officer from such obligation.<\/p>\n Adaptation grant<\/strong><\/em><\/p>\n In case of termination by the Company (except for cases of termination for Cause), an Officer will be eligible for an adaptation grant (of several monthly salaries), in addition to the payment related to the advance Notice Period, as depicted in the following table:<\/p>\n The adaptation grant is subject to the approval of the Remuneration Committee following the CEO recommendation (or recommendation of the Chairman when dealing with the President \/ CEO).<\/p>\n 4.7. Non-Employee Directors\u2019 Remuneration<\/strong><\/p>\n The directors of the Company, who are not employees or service providers of the Company or External Directors as defined in the Israel Companies Law 5759-1999 (\u201cExternal Directors\u201d) or shareholders of the Company (other than being shareholders by virtue of being issued shares under this Remuneration Policy), shall be entitled to remuneration in the form of cash compensation, grant of options, convertible into Ordinary Shares of the Company (\u201cOptions<\/strong>\u201d), and to refund of expenses incurred in their capacity as directors, subject to the Company\u2019s Travel Expense Policy, in effect from time to time.<\/p>\n The remuneration for the directors (excluding External Directors) may be paid, in whole or in part, in Ordinary Shares instead of or in addition to cash and Options, subject in each case to applicable law and regulations, including, where required, the Company obtaining the approval by its shareholders under the ASX Listing Rules. Payment in Options, convertible into the Company\u2019s Ordinary Shares is made according to the following terms:<\/p>\n The total annual amount of directors\u2019 fees paid to the non-executive directors of the Company and its subsidiaries must not exceed that amount approved by the Company\u2019s shareholders from time to time in accordance with the ASX Listing Rules.<\/p>\n The Company may pay additional fees to directors, who are not External Directors, and who are also contracted to perform various services to the Company, including but not limited to consulting services, finder fee services, investment-banking services, business development services or other commercial services, as may be determined from time to time by the Remuneration Committee, the Board of the Directors, and the shareholders of the Company.<\/p>\n 4.8. Insurance, Exculpation and Indemnification<\/strong><\/p>\n All directors and Officers will be covered by the Company\u2019s D&O liability insurance, in such scope and under such terms as shall be determined from time to time by the Board of Directors pursuant to the requirements of the Companies Law.<\/p>\n In addition, the Company exempts and releases each director and Officer from any and all liability to the Company and indemnifies its directors and Officers, in each case up to the maximum extent permitted by law.<\/p>\n 5. Management and Control<\/strong><\/p>\n The Board of Directors shall:<\/p>\n (a) Review the Remuneration Policy and its implementation and from time to time asses the need for updates.<\/p>\n (b) Review this Remuneration Policy whenever business conditions shall warrant such a review.<\/p>\n (c) Take into account while examining the Remuneration Policy and plans, inter alia, the Company\u2019s profits and revenue, market conditions, business plan, the effect of the Remuneration Policy on the performance of the Company, work-relations in the Company and any other relevant factors and circumstances.<\/p>\n This Policy will be submitted to shareholders approval at least once in every three years.<\/p>\n 6. The ratio of Officers\u2019 remuneration to that of other Company employees<\/strong><\/p>\n The Company has decided that the ratio of each executive, including the CEO, remuneration to the average and median salary of the rest of the employees (including contractor employees engaged by the Company) will not be higher than 15.<\/p>\n The Remuneration Committee and the Board of Directors consider this ratio, taking into account the senior position of the executive officers and their scope of responsibilities, to be reasonable, fair and appropriate, and will not hinder working relations in the Company.<\/p>\n","protected":false},"parent":0,"menu_order":0,"template":"","acf":[],"yoast_head":"\n\n
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\n Category<\/td>\n Weight<\/td>\n Weight Measurements may include (non-exhaustive list):<\/td>\n<\/tr>\n \n Company<\/td>\n 50-100%<\/td>\n Increase in profitability from year to year Annual growth in revenues Meeting the Company\u2019s budget Increase in sales overseas Net profit Increase in product offerings by new technologies or solutions<\/td>\n<\/tr>\n \n Individual<\/td>\n Up to 50%<\/td>\n Compliance with individual milestones Promoting strategic targets Compliance with corporate governance rules Discretion of Board of Directors<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n
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\n <\/td>\n Up to 5 years with the Company<\/td>\n Over 5 years with the Company<\/td>\n<\/tr>\n \n President \/ CEO<\/td>\n 0<\/td>\n 3<\/td>\n<\/tr>\n \n CFO<\/td>\n 0<\/td>\n 2<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n \n