Bank Hapoalim B.M. · 2020. 7. 21. · Bank Hapoalim B.M. Number with the Registrar: 520000118...
Transcript of Bank Hapoalim B.M. · 2020. 7. 21. · Bank Hapoalim B.M. Number with the Registrar: 520000118...
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The following is an unofficial translation of the Hebrew report and has been prepared for
convenience only. In case of any discrepancy, the Hebrew version prevails.
בנק הפועלים בע"מ
Bank Hapoalim B.M. Number with the Registrar: 520000118
Securities Authority Tel Aviv Stock Exchange Ltd. Tav 093 Transmitted via Magna 12/04/2018 www.isa.gov.il www.tase.co.il (Public) Reference: 2018-01-030612
Immediate Report on the Appointment of a Director (Who Is Not a Corporation) or an
Individual Who Holds Office on Behalf of a Corporation That Is a Director of a Private
Company Regulation 34(b) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970
Explanation: Under Regulation 34(d) of the Securities (Periodic and Immediate Reports)
Regulations, 5730-1970, a list of senior office holders should be submitted in the framework of form
Tav 097 concurrently with the submission of this form.
1. Family Name and First Name: Lev Dalia
Family Name and First Name in English
as it appears in the passport
Lev Dalia
Gender Female
Category of Identification Number: Identity Document Number
Identification Number: 007555337
Citizenship: Private person with Israeli citizenship
Country of Citizenship:
2. Date of Birth: 02/08/1947
3. Address for Service of Legal Process: 16 Bnei Moshe St., Tel Aviv – Yafo 6239821
4. The Offices to which Appointed:
External Director _______________________
If appointed as chairman of the board of directors of the Corporation, does he also serve as
CEO or is he a relative of the CEO ___________
The appointment was approved by a general meeting on ____________
If appointed as chairman of the board of directors, does he fulfil any additional functions in the
Company ______________, details _______________
5. Previous Office in the Company prior to the Appointment:
None ________
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6. Date of Commencement of Office: 12/04/2018
7. Academic Education:
Degree Field Name of Academic
Institution
Certified Public
Accountant Accounting Hebrew University
LL.M.
(Master of Laws) Law Bar Ilan University
Other Education and Professional Diplomas:
Certified Mediator – Israel Bar Association; Advanced Management Program – Harvard Business
School
____________
8. Main Occupations during the Last 5 Years:
Position Held Place of Employment Period During Which Position
Held
Director The First International Bank of
Israel Ltd.
2012 – March 18th, 2018
Director Paz Oil Company Ltd. 2009 – 2016
Director Strauss Group Ltd. 2008 – 2017
Chairperson and CEO Balgal Ltd. (wholly-owned company) 2003 to the present
9. Appointed as substitute director of _________ and his term of office is until ________
Explanation: To be filled in if appointed as a substitute director.
10. The director holds office as a director of another corporation.
Explanation: If he holds office as a director of another corporation, the corporations in which
he serves as a director should be specified.
Balgal Ltd. (wholly-owned company)
11. The director is not an employee of the Corporation, of a subsidiary company, of a
related company thereof or of an interested party thereof.
Explanation: If he is an employee of the Corporation or a subsidiary company, a company
related to it or of an interested party thereof, the offices he holds should be specified as
aforesaid.
____________
12. The director is not a member of the family of another interested party of the
Corporation.
Explanation: If the director is a member of the family of another interested party of
the Corporation, please give particulars.
____________
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13. a. The director does not hold any securities of the Corporation.
b. The director does not hold any securities of an affiliate of the reporting corporation if its
activity is material to the activity of the reporting corporation.
14. The director is a member of a committee or committees of the Board of Directors:
Explanation: If the director is a member of a committee or committees of the Board of Directors,
please give particulars.
Remuneration Committee (Chairperson); Credit Committee; Audit Committee, Strategy and
Business Development Committee, Finance and Prospectus Committee
15. Does the company view the director as having accounting and financial expertise? Yes.
16. Does the company view the director as being independent? Yes.
How did he become independent Was appointed by the meeting on 12/04/2018
17. The director’s declaration pursuant to Section 224 B of the Companies Law: __________.
External Director’s Declaration isa.pdf
Explanation: The director’s declaration is required to be attached even when the director’s
appointment has been made other than by the General Meeting.
Names of the Signatories on behalf of the Corporation:
Ronit Shapira, Secretary of the Bank
Amit Levy, Legal Advisor to the Board of Directors
Signed on 12.04.2018
The reference numbers of the previous documents on the subject (any citation made does not
constitute inclusion by way of reference):
The securities of the Corporation are listed for trading on the Tel Aviv Stock Exchange
Date on which the structure of the form was updated: 20/02/2018
Abbreviated Name: Poalim
Address: POB 27, Tel Aviv 6100001 Telephone: 03-567 3800. 03-567 3333, Fax: 03-567 4576
Electronic Mail: [email protected] Company Website: http://www.bankhapoalim.co.il
Previous names of reporting entity:
Name of Electronic Reporter: Shapira Ronit, Her Job Title: Secretary of the Bank, Name of
Employing Company:
Address: Yehuda Halevy 63, Tel-Aviv 6578109, Telephone: 03-567 3800 Fax: 03-567 4576,
Electronic Mail: [email protected]
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DECLARATION OF A CANDIDATE FOR THE OFFICE OF
EXTERNAL DIRECTOR OF BANK HAPOALIM B. M.
I the undersigned, Dalia Lev, bearer of I.D. the number of which is 007555337, after
being warned that I must declare the truth, for if I do not do so I will be liable to the
penalties prescribed by law, do hereby declare as follows:
1. This application is made in connection with my candidacy for the appointment as
an external director pursuant to the Companies Law, 5759-1999 (“the Companies
Law”), who also fulfills the conditions of qualification as an external director as
defined in the Proper Conduct of Banking Business Directive 301 of the
Supervision of Banks (“Directive 301”), of Bank Hapoalim B.M. (“the
Company or “the Bank”).
2. I am a resident of Israel, and I am qualified to serve as a director.
3. I have the necessary qualifications, for the purpose of discharging the function of
director of the Bank, and in particular I have the education, knowledge,
experience or expertise in one or more of the following areas: Banking, finance,
economic or business activity, law, finance, accounting, risk management,
regulatory compliance, information technology, information security (including
cyber) or other area approved by the Supervisor of Banks and I have the ability to
devote the proper time for the purpose of discharging the function of director of
the Bank, all of which bearing in mind, among other things, the special needs of
the Bank and its size, and in accordance with the provisions of the Companies
Law and the regulations made thereunder and the directives of the Supervision of
Banks (“the Supervisory Directives”).
4. I am not a Relative of the controlling party of the Company, and neither I, my
Relatives, my partners, my employers, nor anyone to whom I report directly or
indirectly, nor any corporation of which I am the controlling party, do not, on the
date of my appointment as an external director of the Company or during the two
years preceding the date of the appointment, have a Link to the Company, the
controlling party of the Company or a Relative of the controlling party on the date
of the appointment, or to Another Corporation or to the holder of more than 5% of
any particular class of means of Control of the Bank; for the purposes hereof:
“Link” – the existence of a working relationship, the existence of business or
professional ties as a general rule or control, as well as holding office as an office
holder, except for holding office as a director appointed in order to hold office as
an external director of a company which is about to offer shares to the public for
the first time.
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“Another Corporation” – a corporation the controlling party of which, on the
date of the appointment or during the two years preceding the date of the
appointment, is the Company or the controlling party thereof.
“Relative” – spouse, brother or sister, parent, parents of a parent, descendant and
also the descendant, brother, sister or parent of the spouse or the spouse of any
one of them.
“Control” – as defined in the Banking (Licensing) Law, 5741-1981 (“the
Banking (Licensing) Law”).
5. Without derogating from the provisions of Paragraph 4 above, neither I, my
Relatives, my partners, my employers, nor any one to whom I report directly or
indirectly, nor any corporation of which I am a controlling party, have any
business or professional ties to any one with whom a Link is prohibited as stated
in Paragraph 4 above, not even ties as aforesaid which are not in the normal
course, except for negligible ties, and I have not received any consideration and I
do not receive any consideration contrary to the provisions of Section 244(b) of
the Companies Law.
Following are further particulars with reference to Paragraphs 4 and 5 above,
including particulars of negligible business or professional ties (if there are any):
I and my Relatives have accounts with Bank Hapoalim and credit cards of the
Isracard group which do not create any Link. I have no credit from the Bank and
my accounts include deposits and securities.
6. My other positions and occupations do not create nor are they liable to create any
conflict of interest with my position as a director of the Bank, and they in no way
affect my ability to serve as a director of the Bank.
7. Insofar as I also serve as a director of another company (the "Other
Company"), I hereby confirm that there is no person who serves both as a
director of the Company and as an external director of the Other
Company.
8. I am neither an employee of the Securities Authority nor a stock exchange
employee in Israel.
9. I am qualified to be appointed as a director of the Company, and no restriction in
law has been imposed on me from doing so, including under Chapter G1 of the
Execution Law, 5727-1967, Section 42 of the Bankruptcy Ordinance, [New
Version], 5740-1980, Section 7 of the Companies Law, and the provisions of Sub-
Chapter B of Chapter I of Part Six of the Companies Law; without derogating
from the foregoing, I hereby confirm that I have not been declared bankrupt
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and/or declared bankrupt and/or discharged, and that I have not been convicted in
a judgment ("Judgment") of any of the offences specified below:
(a) Offences under Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of
the Penal Law, 5737-1977 and under Sections 52C, 52D, 53(a) and 54 of the
Securities Law, 5728-1968 (the "Securities Law");
(b) Conviction by a court outside of Israel for offences of bribery, fraud,
corporate managers’ offences or offences of exploitation of inside
information;
(c) Conviction in a Judgment of any other offence where the court stated that in
view of its nature, severity or circumstances I am not fit to serve as a
director of a public company and/or of a private company which is a
Debentures Company (as defined below).
"Debentures Company" – a company whose debentures are listed on the stock
exchange or have been offered to the public under a prospectus, within the
meaning thereof in the Securities Law, or have been offered to the public outside
of Israel under a public offering document required by the law outside of Israel,
and which are held by the public.
Furthermore, I am neither a minor nor legally incompetent, nor have I been
declared bankrupt or a debtor of limited means.
10. The Administrative Enforcement Committee, appointed under Section 52FF(a) of
the Securities Law, has not imposed any Enforcement Measure (as defined
hereunder) upon me, which prohibits me from serving as a director in a public
company or a private company which is a Debentures Company.
"Enforcement Measure" – an enforcement measure as provided in Section
52DDD of the Securities Law, which was imposed under Chapter H4 of the
Securities Law, under Chapter G2 of the Regulation of the Practice of Investment
Advising and Investment Portfolio Management Law, 5755-1995, or under
Chapter J1 of the Joint Investment Trust Fund Law, 5754-1994, as the case may
be.
11. To the best of my knowledge, there is nothing to restrict my appointment as an
external director of the Bank, including among other things, under the provisions
of the Companies Law, the Banking Ordinance, 1941, the Banking (Licensing)
Law, Directive 301, other Supervisory Directives, or the provisions of any other
law, including among other things, on account of holding office in other
corporations or on account of other ties or occupations, and also having regard to
the Bank being a significant financial entity (within the meaning of this term in
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Section 35B of the Banking (Licensing) Law and a large banking corporation
(within the meaning thereof in Directive 301.
12. I have an academic education as: An accountant and have a Master of Law
degree. Attached are documents and certificates which support this my
declaration.
13. Business / professional experience over the last five years: Chairman and CEO of
Balgal Ltd. (a wholly owned company), serving on the boards of directors of the
following public companies: The First International Bank of Israel Ltd., Strauss
Group Ltd., Paz Oil Company Ltd. For further details see the curriculum vitae
attached to the declaration.
14. I serve as a director in the following companies: Balgal Ltd. (a wholly owned
company); The First International Bank of Israel Ltd. (I intend to resign from my
office upon being elected).
15. Following are further particulars:
Date of birth: 2.8.1947
Address for service of process: Bnei Moshe 16, Tel-Aviv
Nationality: Israeli
16. I am not a family member of another interested party of the Bank.
17. I declare that I have1:
◙ Accounting and financial expertise;
◙ Professional qualification;
◙ The ability to read and understand financial statements
A director having accounting and financial expertise is a person on account of
whose education, experience and qualifications is highly skilled and has an
understanding of business / accounting matters and financial statements in a way
that enables him to understand in depth the financial statements of the Company
and to evoke a discussion in connection with the way in which financial data are
presented; the assessment of the director’s accounting and financial skill shall be
1 Assessment of the accounting and financial expertise / professional qualification shall be carried out by
the Board of Directors. Documents and certificates in support of the declaration should be attached.
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carried out by the Board of Directors and, among other things, his education,
experience and knowledge on the following subjects shall be included in the
totality of the considerations: (1) Accounting issues and issues of accounting
control that are typical of the area of activity in which the Company operates and
of companies of the same size and complexity of the Company; (2) The role of
the auditor and the duties with which he is charged; (3) Preparation of financial
statements and the approval thereof according to the law and the Securities Law.
A director having professional qualification is a person with an academic
degree as provided in paragraphs (1) or (2) below and has the experience as
provided in paragraph (3) below:
(1) Has an academic degree in one of the following professions: Economics,
Business Administration, Accounting, Law, Public Administration. (2) Has some
other academic degree or has completed some other higher education studies, all
within the Company’s main area of business or in the area relevant to the job title;
(3) Has experience of at least five years in one of the following, or has cumulative
experience of at least five years in two or more of the following: (a) In a senior
position in the area of the management of the business of a corporation with a
significant volume of business; (b) Holding a senior public office or a senior
position in the public service; (c) Holding a senior position in the Company’s
main area of business.
18. The Company has forwarded to me all of the particulars on the subject of external
directors’ remuneration which is current at the Company and I agree thereto.
19. I undertake that in the event of a change in any of my aforesaid declarations until
the date of the approval of my office as an external director, as well as after the
approval of my office as aforesaid, I shall inform the Bank of such fact
immediately after such change.
27.2.2018
__________________ Dalia Lev_____ (-) ________
Date Candidate’s Name and Signature
Certification
I, Advocate Amit Levy, Licence No. 23576, hereby certify that Dalia Lev who identified
herself before me by Identity Document Number 007555337, after I cautioned her that
she must declare the truth and that she will be liable to the punishments prescribed by law
if she does not do so, confirmed the correctness of her above declaration and signed it
before me.
Date: 27/2/2018 Advocate’s Signature: Amit Levy, Advocate (-)
Licence No. 23576
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Dalia Lev
Managerial ExperienceWide and Varied Business, Financial and
Chairman of the Board of Directors of Mei Avivim, the water corporation of Tel-Aviv
Yafo, establishing and operating the company, forging the board of directors and
management, corporate governance, information systems, company finance, risk
management, ties with interested parties and regulation (2004 – 2010)
Joint CEO IDB Development, controlled by IDB Holdings, the largest investment
company in Israel – Director, member of the Executive. IDB initiated, established and
invested in most of the branches of the economy including technology, industry, finance,
communications, real estate and services. Forging strategy, investment profitability,
mergers and acquisitions, business development, ties with stakeholders and regulation,
raising resources, the capital market in Israel and the USA (1996 – 2003).
Chairman of the Board of Directors of Shufersal, a leading retailer of food and non-
edibles. Forging strategy, focusing on and sale of companies not central to the business,
business development, IPO on the stock exchange in America, seeking out foreign
investors. Raising capital and debt, innovation: Introducing its own brand, trading on the
internet, innovative pricing system, moving to an advanced logistic centre (1997 – 2003)
Deputy CEO and CFO IDB Holding Company, management of the group’s resources
and the use thereof, financial strategy, supervision of and working with the companies of
the group, investment profitability (1991 – 1996). Israel Discount Bank (1976 – 1986)
Membership of Boards of Directors
The International Bank, 2012 – to date. Committees: Loans, Audit and Financial
Statements, Remuneration, Risk Management.
Strauss Group, 2008 – 2017. Committees: Chairman Finance, Strategy, Financial
Statements, Appointments and Corporate Governance
Paz Oil Company, 2009 – 2016. Committees: Finance, Financial Statements, Audit,
Remuneration
Paz Industries, 2010 – 2012. Committees: Finance and Reporting, Audit
Ashdod Refineries, 2009 – 2012
Israel Airports Authority, 2004 – 2012. Committees: Chairman Finance, Development,
Investments, Audit
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Mei Avivim, Chairman of the Board of Directors, 2004 – 2010
The International Bank, 2003 – 2009. Committees: Chairman Audit, Loans,
Management
Shufersal, Chairman of the Board of Directors, 1997 – 2003 and previously a director
IDB Holdings and Development. Director of the main companies of the group
including: Discount Investments, Clal, Clal Insurance Company, Ezorim, El Yam
Membership of Organizations
Tel Aviv University, Board of Governors
Ben Gurion University, Board of Governors
Government Directors Team
Social societies, formerly professional and public committees
Certified Public Accountant, the Hebrew University, 1969
LLM (Master of Laws), Bar Ilan University, 2003
AMP, Harvard University, 1996
Certified Mediator, Israel Bar Association, 2003
February 2018
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The Hebrew University in Jerusalem The Eliezer Kaplan School for Economics and Social Sciences
The Dean of the Faculty of Social Sciences and its Council
Confer on
Ms. Dalia Biderman
A Certificate in Accounting
After having completed her prescribed studies and duly passed the
examinations
And in witness whereof I have affixed my signature
Jerusalem the seventeenth day of the month of Adar Aleph 5730
(-)
The Dean
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With God’s Help
The Senate
Of
Bar – Ilan University
Confers upon
Dalia Lev I. D. 00755533-7
The Degree of
Master of the University
In the Specialist Subject of
Law *
After having duly completed her course of studies
Ramat Gan, 3rd
of the month of Sivan 5764
________(-)___________ _________(-)______________ Prof. Moshe Kaveh Prof. J. Yeshurun
President of the University Rector of the University
_________(-)_____________ __________(-)__________________
Prof. Y. Iram Prof. R. Shapira
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The Israel Bar Association
The David Rotlevy National Mediation Institute
CERTIFICATE
This is to certify that
Ms. Dalia Lev
I. D. 007555337
Attended and met the requirements of
the Mediation Course
Encompassing 60 hours of study
(-) (-) ___________________ __________________ Adv. Shay Segal Adv. Moshe Chechik
Deputy Head of the Bar (Joint) Chairman of the National
(Joint) Chairman of the National Mediation Institute
Mediation Institute
29.12.03 – 1.3.04
_______________
Date