Bank of Israel Governor Dr. Karnit Flug said, “I would like to thank retired Justice Ayala Procaccia for her important contribution to establishing the mechanism for the appointment of directors at banks with no controlling core. The committee under her leadership did its work faithfully, comprehensively, and with uncompromising professionalism, with an understanding of the importance of its role and the need to ensure the good of the depositors and shareholders of these banks. I congratulate Mr. Moshe Gal on his appointment and wish him success in his position.”
Pursuant to the Mach 2012 amendment to the banking laws, the Bank of Israel Governor shall appoint a committee on the appointment of directors at banking corporations. The committee has three functions: for banks with no controlling core, its function is to propose candidates for office as directors to the shareholders’ meeting. At each bank (whether it has a controlling core or not), if the number of directors is lower than the appropriate number under the circumstances outlined in the law, or if the composition of directors does not meet all the requirements of the law, the Supervisor is authorized to instruct the bank to convene a general meeting in order to appoint directors to correct the situation. If, after two rounds of convening a general meeting as stated, the situation is not corrected, the committee shall appoint directors to the open positions in order to complete the composition of the directors. For an interface system operator (Shva), the committee’s function, under certain conditions, is to propose most of the members who will serve on the Board of Directors to the general meeting.
According to the law, the committee includes five members. The permanent members are the Chairman—a retired Supreme Court Justice or a retired District Court Judge proposed by the Minister of Justice after consultation with the President of the Supreme Court—and two members who are economists or senior staff members of institutions of higher education in fields that are relevant, or someone who has filled such a position in the past, proposed by the Chairman of the committee in consultation with the Chairman of the Israel Securities Authority. The rotating members are two serving external directors at a specific bank that is the subject of the committee’s discussions, proposed by the permanent committee members in consultation with the Supervisor of Banks.