Corporate Governance and Code of Ethics

The Company has an active Board of Directors comprised of leading individuals from industry and finance that meets several times each quarter. Approximately half of the Board members are independent with two members formally designated as ‘external’ as required by the Israel Companies Law. Collectively, the Board has significant financial expertise including a former Minister of Finance of the State of Israel, four former senior management members of major Israeli banks and former chairman of the Tel Aviv Stock Exchange (TASE). Decisions are taken by a simple majority, although most decisions are made unanimously.

Board Committees include the Executive Committee (ongoing management), Finance Committee, Audit Committee, Human Resources Committee and ad hoc committees, as required. As a general rule at least one external director is a member of each committee with managerial powers. Most committees meet at least once a quarter.

Most of the members of the Board serve as members of ICL subsidiaries in order to better supervise the management of those segments.

For additional details regarding ICL’s corporate governance, click here to view an expanded discussion of ICL’s management and operations as detailed in its latest ‘Barnea’ Report, or contact Aner Berger, Adv., ICL’s General Counsel and Company Secretary.               

Summary of ICL’s Code of Ethics
A Code of Ethics has been adopted by ICL’s Board of Directors and is being implemented by management. The Code is meant to become an integral part of the management culture of the Company and establishes rules of ethical conduct for directors and management of the Company and its subsidiaries.  

As a multinational company operating throughout the world, ICL and its managers are required to respect the various laws, customs and cultures prevalent in the countries in which ICL operates. Once implemented by the Company’s various divisions, the Code will bind the Company and its management in each country in which the Company operates subject to any required adaptation to local laws.

The Code is not meant to replace local statutes, regulations and legal standards that bind Company management in the various jurisdictions in which it operates. Rather, it is being implemented to consolidate and summarize the basic principles that serve as the basis for these regulations. It is also meant to be an internal guideline and compliance program for responding to various situations encountered in the course of work activities.

The Code is based on five fundamental principles:

• obeying the law;
• fairness in business and the honest conduct of business, including the prevention of conflicts of interest;
• respect for others, including employees, vendors, customers and service providers;
• proper use and preservation of Company property, including protecting the Company’s confidential information;
• working in accordance with existing compliance programs and procedures (including regulations related to antitrust, securities, discrimination and sexual harassment) as a basis for organizational excellence.

The Code’s primary rules of ethics are based on, and can be summarized with three questions regarding methods of behavior:

•  If the circumstance were reversed, would the manager want to be treated, with regard to his/her rights, money or property, in the same manner in which he/she is likely to act with regard to others’ rights, money or property?
• If the manager’s manner of conduct would be publicized or disclosed to the public, would he/she and the Company be praised for his/her actions or would they be criticized?
• If the public were to scrutinize the manager’s actions, and knew all of the facts, would it think his/her actions and the actions of the Company were proper, honorable and reasonable?

The Code calls for the directors and officers of the Company to strive, to the best of his/her ability and within the scope of his/her authority and responsibilities, to assimilate, implement and enforce the Code.