UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
For
the month of: August 2024 (Report No. 2)
Commission
file number: 001-38094
FORESIGHT
AUTONOMOUS HOLDINGS LTD.
(Translation
of registrant’s name into English)
7
Golda Meir
Ness
Ziona 7403650 Israel
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
CONTENTS
On
August 26, 2024, Foresight Autonomous Holdings Ltd. (the “Company”) convened an Annual and Extraordinary General Meeting
of Shareholders (the “Meeting”).
At
the Meeting, a quorum was present and the shareholders of the Company voted upon and approved, by the applicable required majority, all
agenda items that were described in the Company’s amended and restated notice and proxy statement for the Meeting, which were included
in Exhibit 99.1 to the Company’s Report of Foreign Private Issuer on Form 6-K that the Company furnished to the Securities and
Exchange Commission (the “SEC”) on July 19, 2024, and as amended on July 22, 2024 (the “Original Form 6-K”).
Attached
hereto as Exhibit 99.1 is the Company’s approved Amended and Restated Compensation Policy, as described in Proposal No. 4 in the Original Form 6-K.
This
Report on Form 6-K is incorporated by reference into the Company’s Registration Statements on Form F-3 (File No. 333-276709) and
Form S-8 (Registration No. 333-229716, 333-239474, 333-268653 and 333-280778), filed with the SEC, to be a part thereof from the date
on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Foresight
Autonomous Holdings Ltd. |
| |
(Registrant) |
| |
|
|
| Date:
August 26, 2024 |
By: |
/s/
Eli Yoresh |
| |
Name:
|
Eli
Yoresh |
| |
Title: |
Chief
Financial Officer |
Exhibit
99.1
Exhibit
A
Amended
and Restated Compensation Policy
Foresight
Autonomous Holdings Ltd.
(the
“Company”)
Remuneration
Policy for Company’s Office Holders
| 1.1 | Pursuant
to the provisions of the Companies Law, 1999 (hereafter – “the Companies Law”),
on May 27 and July 8, 2024, the Company’s Board of Directors approved a remuneration
policy (hereafter – “the remuneration policy”) with respect to the
terms of service and employment of Company’s office holders1 (hereafter
– “the office holders”), after discussing and considering the recommendations
of the Company’s Remuneration Committee regarding this matter. |
| 1.2 | The
provisions of the remuneration policy shall be subject to the provisions of any cogent law
applicable to the Company and its office holders in any territory. |
| 1.3 | The
underlying principles and purposes of the Remuneration Policy are as follows: (a) promoting
the Company’s goals, its work plan and its policy for the long-term; (b) remunerating
and providing incentives to office holders, while considering the risks that the Company’s
activities involve; (c) adjusting the remuneration package to the size of the Company and
the nature and scope of its activities; (d) creating incentives that are suitable to Company’s
office holders by remunerating those entitled for remuneration under the Remuneration Policy
in accordance with their positions, areas of responsibility and contribution to the development
of the Company’s business, the promotion of its targets and the maximization of profits
in the short and long-term, taking into account, among other things, the need to recruit
and retain qualified, highly-skilled officers in a global and competitive market; and (e)
adjusting the remuneration of office holders to the contribution of the office holder to
the achievement of the Company’s goals and maximization of its profits. |
| 1.4 | This
Remuneration Policy is a multi-annual policy that will be effective for a period of three
years from the date of its approval, in accordance with Section 267A(c) of the Companies
Law. This policy shall be brought forward for re-approval by the Company’s Board of
Directors and the general meeting of its shareholders (at the recommendation of the Company’s
Remuneration Committee) after three years have elapsed since the date of approval thereof
and so forth, unless any changes need to be made to the remuneration policy in accordance
with the law and/or in accordance with the Company’s needs. |
| 1.5 | Without
derogating from the provisions set out in Section 1.4 above, the Company’s Remuneration
Committee and Board of Directors shall check, from time to time, whether the remuneration
that is granted under this policy, does, indeed, comply with the terms of this policy and
the parameters set therein for each Company office holder. |
| 1.6 | This
remuneration policy is based, among other things, on the Company’s assessments as to
the competitive environment in which it operates and the challenge it faces in recruiting
and retaining high-quality officers in such an environment; it is also based on employment
terms generally accepted in public companies operating in the Company’s area of activity
and on existing employment agreements between the Company and its office holder, which –
in order to remove any doubt – this policy cannot change. |
| 2. | The
remuneration policy |
| 2.1 | Components
of the remuneration policy |
In
accordance with the Company’s remuneration policy, the remuneration of the Company’s office holders shall be based on all
or some of the following components:
| 2.1.1 | Basic
salary component 2– basic salary/monthly consultation fees; |
| 2.1.2 | Social
and related benefits - social benefits as prescribed by law (pension savings, contributions
towards severance pay, contributions towards training fund, vacation pay, sick leave, recreation
pay, etc.) and related benefits, such as company vehicle/vehicle maintenance, telephone expenses,
meals at the workplace, gifts on public holidays, etc. |
1
The meaning of the term “office holder” is as defined in the Companies Law, i.e., general manager, chief business manager,
deputy general manager, vice-general manager, any person filling any of these positions in the Company even if he holds a different title,
and any other manager directly subordinate to the general manager.
2
Whenever the term “basic salary” is used in this remuneration policy, it refers to the “gross” monthly
salary of that office holder, excluding any social benefits and related benefits). Whenever the term “annual basis salary”
is used, it means the basic salary for the month of December in the relevant year times 12
| 2.1.3 | Variable
cash remuneration (bonus) – short and medium-term remuneration, which includes
annual bonuses, which are based on results and achievement of targets. The Company may also
determine that a certain office holder will be paid discretionary annual bonuses, taking
into account his/her contribution to the Company and the restrictions placed under this policy. |
| 2.1.4 | Variable
equity-based remuneration – share-based payment or another long-term remuneration
(subject to the existence of valid long-term remuneration plans and provided that the Company
decides to award such remuneration). |
(the
components in sections 2.1.3 and 2.1.4 above shall be called hereafter: “the variable components”).
At
the time of approval of the remuneration package of an office holder, the Remuneration Committee and Board of Directors of the Company
shall assess the compliance of each of those components and of the total cost of employment with the criteria set out in this plan.
| 2.2 | Parameters
for reviewing remuneration terms |
As
a general rule, some or all of the following parameters will be taken into account when reviewing the remuneration terms of a Company
office holder.
| 2.2.1 | Education,
skills, expertise, tenure (specifically in the Company and in the office holder’s field
of expertise in general), professional experience and achievements of the office holder; |
| 2.2.2 | The
role of the office holder, his areas of responsibility and his employment terms under previous
wage agreements entered into with this office holder; |
| 2.2.3 | The
office holder’s contribution to the Company’s business, the achievement of its
strategic goals and implementation of its work plans, the maximization of its profits and
the enhancement of its strength and stability. |
| 2.2.4 | The
extent of responsibility delegated to the office holder. |
| 2.2.5 | The
Company’s need to recruit or retain an office holder with unique skills, knowledge
or expertise. |
| 2.2.6 | Whether
a material change has been made to the role or function of the office holder, or to the Company’s
requirements from this office holder. |
| 2.2.7 | The
size of the Company and the nature of its activities. |
| 2.2.8 | As
to service and employment terms that include retirement grants – the term of service
or employment of the office holder, the terms of his service and employment over the course
of this period, the Company’s performances in the said period, the office holder’s
contribution to the achievement of the Company’s goals, the maximization of its profits
and the circumstances of the retirement. |
| 2.2.9 | (a)
The market conditions of the industry in which the Company operates at any relevant time,
including the office holder’s salary compared to the salaries of other office holders
working in similar positions (or in position of comparable level) in companies whose characteristics
are similar to those of the Company in terms of its activity (as described in section 2.3.1
below; (b) the availability of suitable candidates that can serve as office holders in the
Company, the recruitment and retainment of the office holders and the need to offer an attractive
remuneration package in a global competitive market; and (c) changes in the Company’s
area of activity and in the scope and complexity of its activities. |
| 2.3.1 | For
the purpose of determining the payroll that can be offered to an office holder upon recruitment,
the Company will review from time to time the payroll generally accepted in the relevant
markets for similar positions in companies, which are similar to the Company in terms of
its area of activity/scope of activity/complexity of activity/market value/ revenues and
other relevant parameters (if such companies exist). The Company will strive that the number
of companies in such comparison will be not less than five. |
| 2.3.2 | The
payroll review will be conducted by the Company itself, or by an external advisor, at the
Company’s discretion. |
| 2.4 | Remuneration
terms to new office holders |
As
a general rule, the remuneration terms of new office holders shall be approved before they start working for the Company and not in retrospect,
except in exceptional circumstances.
| 2.5 | The
ratio between the remuneration of office holders and the remuneration of all other Company
employees |
The
ratio between the cost of terms of service and employment of Company’s office holders 3 and the cost of payroll4
of all other Company employees (on a full-time basis):
| The
ratio between the average cost of salary of office holders and the average cost of salary of all other Company employees shall not
exceed: |
|
Active
Chairman of the Board of Directors: up to 4 times
CEO:
up to 4 times
VPs
(and other office holders who report to the CEO): up to 2.5 times |
| The
ratio between the cost of median payroll of office holders to cost of median payroll of of all other Company employees shall not
exceed: |
|
Active
Chairman of the Board of Directors: up to 4 times
CEO:
up to 4 times
VPs
(and other office holders who report to the CEO): up to 2.5 times |
In
the opinion of the Company’s Remuneration Committee and Board of Directors, the said ratio is reasonable and appropriate and does
not have an adverse effect on work relations in the Company, taking into account the nature of the Company, its size, the manpower mix
employed therein, its area of activity and the areas of responsibility of each office holder.
| 2.6 | Basic
salary, benefits and other related benefits |
| 2.6.1 | The
basic salary of a new Company office holder shall be determined taking into accounts the
parameters described in section 2.2 above and the conclusions of the payroll review described
in section 2.3 above (should such a review be conducted). |
| 2.6.2 | The
basic salary shall be in absolute numbers. The Company may determine that an office holder’s
salary shall be linked to a certain currency or index. |
| 2.6.3 | In
any case, the monthly cost of payroll4 shall not exceed the maximum amount set
out below in respect of full-time position (linked to the Consumer Price Index commencing
December 2018): |
3
Cost of terms of service and employment of Company office holders for the purpose of this analysis include the existing remuneration
of the office holders and an amount that reflects the annual bonus ceiling (as defined below) that is set by the remuneration policy
set forth below.
4
“Cost of payroll” – basic salary + benefits in terms of cost to the employer.
| Position |
|
Maximum
monthly cost of payroll in ILS* |
| |
|
|
| Active
chairman of the Board of Directors |
|
85,000 |
| Company’s
CEO |
|
140,000 |
| Vice
Presidents and other office holders who report to the CEO |
|
75,000 |
| * | The
amounts presented above are in respect of a full-time position; those amounts shall change
in proportion to the scope of position of the office holder. |
| 2.6.4 | Social
benefits5, related benefits, reimbursement of expenses |
The
remuneration package may include benefits that are generally acceptable in the market, such as vacation pay6, contributions
towards pension, life insurance, training fund saving, health insurance, social rights and benefits, mobile phone (including grossing
up of the taxable value of the phone), internet and landline, gifts on public holidays, recreation, medical tests, medical insurance
and/or undertaking such an insurance policy and other expenses, all as approved by the Remuneration Committee and the Company’s
Board of Directors, at their discretion and in accordance with the applicable Company policy.
Company
office holders shall be entitled to receive participation in vehicle expenses or a Company vehicle (including by way of leasing) in accordance
with acceptable standards for office holders holding similar positions in companies operating in the Company’s area of activity,
or in companies, whose scope of activities is similar to that of the Company, including grossing up the taxable value of this benefit,
fuel expenses, licensing, insurance and other related expenses.
| 2.6.6 | Insurance,
indemnification and exemption |
| 2.6.6.1 | Company’s
office holders shall be entitled to insurance coverage to be provided by a liability insurance
policy of directors and office holders, which the Company will purchase from time to time,
subject to the approvals required by law. |
| 2.6.6.2 | Subject
to the provisions of the law, as amended from time to time, and without detracting from the
provisions of section 2.6.6.1 above, the Company’s office holders shall be entitled
to benefit from coverage provided by a liability insurance of directors and office holders,
which the Company will purchase from time to time, subject to the approval of the Remuneration
Committee alone (and the approval of the Board of Directors, if required by law), provided
that the insurance policy meets the following criteria and provided that the engagement with
the insurer is entered into under market conditions and will not have a material effect on
the Company’s profitability, its assets or liabilities: |
Directors
and office holders in the Company shall be entitled to benefit from coverage provided by a liability insurance of directors and office
holders, in a limit of $ 50 million per claim and over the insurance period covered by that policy (plus $ 3 million litigation expenses
in excess of the abovementioned limit) (the “policy”). Total annual premium that the Company will pay to an insurance company
for the policy and the deductible amount shall be in accordance with market conditions at the date of acquiring the policy, provided
that such amounts are not substantial to the Company. The policy will renew each year, in similar conditions and subject to the approvals
required by law, for additional periods of 18 months each.
5
As to an office holder that has entered into engagement with the Company whereby no employer-employee relationship exists, the Company
may pay the social benefits described above on top of his salary in lieu of the said expenses.
6
An office holder shall be entitled to annual leave as prescribed by law, but the Company grant him further paid leave up to a ceiling
of 24 working days per year. The Company may allow the office holder to accumulate vacation days over his term of office in accordance
with Company’s procedures.
In
the event of a material change in the risks applicable to the Company or if the policy is not renewed, the Company will be entitled to
purchase a Run-Off coverage for a period of up to 7 years (the “Run-Off Period”), at a premium to the Run-Off Period which
is in accordance with market conditions, provided that such amount is not substantial to the Company.
In
addition, the Company shall be entitled to purchase a POSI insurance policy (Public Offering of Securities Insurance) that will supplement
the insurance coverage for events that were not taken into account at the time of purchasing the insurance policy (such as a share offering,
share offering in a foreign stock exchange, financing, or publication of a prospectus, etc. in limit and the maximal coverage that shall
not exceed $ 15 million. The premium and the deductible amount shall be in accordance with market conditions at the date of acquiring
such policy, provided that such amounts are not substantial to the Company.
The
Purpose of the abovementioned insurance policies is to entitle the Company’s directors and office holders a defense against lawsuits,
while the conditions of the insurance policies are determined in negotiations between the Company and the insurance companies, taking
under account the Company’s size and fields of activities, the geographical spread of the Company’s operations, the risk
management policy of the Company, the number of office holders insured by the policies, and customary and acceptable conditions in the
market in such field.
| 2.6.6.3 | The
Company’s office holders may be entitled to an indemnification arrangement in accordance
with arrangements that are normally acceptable and subject to the provisions of the law and
the Company’s articles of association. The overall amount of indemnification per event
to all office holders shall not exceed 25% of the effective shareholders’ equity of
the Company (the maximum indemnification amount). For that purpose, the “effective
shareholders’ equity of the Company” means the amount of the Company’s
shareholders’ equity in accordance with the last consolidated audited or reviewed financial
statements of the Company (as applicable) at the time of actual payment of the indemnification.
It is hereby clarified, that the indemnification shall be paid in excess of any amount paid
under the liability insurance of directors and office holders, which the Company has purchased
or will purchase from time to time. |
| 2.6.6.4 | Company
office holders may be entitled to an exemption arrangement in accordance with arrangements
that are normally acceptable and subject to the provisions of the law and the Company’s
articles of association. |
| 2.7 | Remuneration
in connection with termination of employment |
| 2.7.1 | Advance
notice period |
| 2.7.1.1 | An
office holder may be entitled to advance notice period or payment in lieu of advance notice
period. The advance notice period shall be determined for each and every office holder, taking
into account the parameters listed in section 2.2 above. |
| 2.7.1.2 | As
a general rule, the advance notice period of an office holder shall not exceed 3 months for
an office holder who was employed in the Company for less than 3 years, and shall not exceed
6 months for an office holder who was employed in the Company more than 3 years. The Remuneration
Committee and Board of Directors of the Company, and where required – the General Meeting
of the Company’s shareholders, may, at their discretion, taking into account the position
of the office holder, his area of responsibility and his other remuneration components, approve
an advance notice period that is different than the one specified above. |
| 2.7.1.3 | Over
the course of the advance notice period, the office holder shall continue to do his job in
the Company at the request of the Company, unless the Company decides that he will not do
so, in which case the office holder may be entitled to continue and receive over the advance
notice period all employment and service terms, which were agreed upon in his employment
agreement. |
| 2.7.1.4 | The
service and employment terms of the office holders may include a provision whereby the Company
may terminate the employment of the office holder without an advance notice period in cases
which deny eligibility for severance pay according to the law, including the following cases:
(a) conviction of an offence involving moral turpitude; (b) an office holder who will conduct
himself in a disloyal and/or unreliable and/or dishonest manner in his relations with the
Company and/or while carrying out actions on its behalf and/or will harm the Company’s
reputation; (c) in case the office holder will breach the confidentiality duty towards the
Company and/or his duty to protect the Company rights which were developed due to or as part
of his work at the Company; (d) Any other case in which the Company is legally entitled to
refrain from payment of severance pay. |
The
scope of severance pay will be determined immediately prior to the employment of the office holder, or during his employment, to the
extent such employment is not expecting to terminate soon. Severance pay shall not be increased immediately prior to termination of employment.
In general, an office holder who are a Company employee, will be entitled to Severance pay constituting 100% of his law monthly salary.
The Company will strive that new employment agreements with office holders will include provisions in accordance with Section 14 to the
Israeli Severance Pay Law, 5723-1963. Notwithstanding the foregoing, in the event that the employment of a certain office holder will
terminate under circumstances which allow to deny eligibility for severance pay by law, in whole or in part, the Company will release
to such office holder only his payment to the manager’s insurance/pension plan and education fund.
| 2.7.3 | Retirement
/ Adaptation period |
| 2.7.3.1. | Subject
to the approval of Remuneration Committee and Board of Directors of the Company, and where
required – the General Meeting of the Company’s shareholders and subject to the
provisions of the law, as amended from time to time, the office holder may be entitled to
an adaptation period that will not exceed six months, provided he was employed in the Company
for at least two years, after the end of the advance notice period. Over the adaptation period,
the office holder will receive his salary and other related employment terms as described
above. An office holder may be entitled to retirement grants provided that such grant was
determined in the engagement agreement with such office holder, provided further that he
did not end his service in Company under circumstances which, as determined by the Company’s
Board of Directors, deny eligibility for severance pay, in such case will not be entitled
to any retirement grant. |
| 2.7.4.3 | When
determining the amount of the retirement grant, the Company will take into account, among
other things, the period of service or employment of the office holder, the terms of service
and employment over the course of this period, his contribution to the achievement of the
Company’s goals and maximization of its profits and the circumstances of the retirement. |
In
addition to the fixed salary component as determined herein, the remuneration package of Company’s office holders may include eligibility
to an annual bonus that is based on measurable targets and to an annual discretionary bonus (hereafter jointly: “the annual
bonus”).
| 2.8.1 | Components
of the bonus |
| ● | With
regard to the Company’s CEO and an active chairman of the Board of Directors (other
than CEO or active chairman of the Board of Directors who are the controlling shareholder
of the Company or his relative) – most of the annual bonus will be based on measurable
targets and an immaterial portion of the annual bonus (for that purpose “immaterial
portion” – the higher of (a) a total of 3 (gross) monthly salaries or (b)
25% of the variable components of the bonus (actual bonus and equity-based payment) shall
be a discretionary bonus that is based on qualitative criteria. Notwithstanding the above,
if in a specific year the Company does not pay the CEO or the active chairman of the Board
of Directors (as applicable) an annual bonus that is based on measurable targets (i.e., if
the discretionary annual bonus paid to the CEO or the active chairman of the Board of Directors
(as applicable) constitutes the total annual bonus paid on that year), then the amount of
the discretionary bonus that the Company may pay to the CEO and to the active chairman of
the Board of Directors (as applicable and separately) shall not exceed three (3) gross monthly
salaries of that office holder. |
| ● | With
regard to office holders who report to the Company’s CEO – subject to the
provisions of the law, office holders, who report to the CEO, may be eligible to an annual
bonus that is based on measurable targets and to a discretionary annual bonus. It should
be clarified that the whole amount of annual bonus payable to office holders, who report
to the Company’s CEO may be a discretionary bonus (unlike an annual bonus that is based
on measurable targets). |
| 2.8.2 | Annual
bonus that is based on measurable targets |
The
amount of the annual bonus that is based on measurable targets shall be calculated based on measurable criteria, that will be determined
(if they are determined) for each and every office holder, as possible, at the time of determining the Company’s budget for the
forthcoming year, in accordance with the role of the relevant office holder, by the competent organs of the Company (in accordance with
the provisions of the law and the positions of the Securities Authority, as amended from time to time). It is hereby clarified the in
regard to office holders, who report to the CEO, such measurable targets may be determined only by the Company’s CEO.
| 2.8.2.1 | Subject
to the provisions of the law and the positions of the Securities Authority (as amended from
time to time): |
| a. | The
Remuneration Committee and Board of Directors alone will be allowed to determine the measurable
targets applicable to active directors, if one of the following is fulfilled: |
| (1) | All
of the following conditions are met: (a) the resolution is in line with the remuneration
policy; (b) the grant in question is based only on measurable targets; (c) the amount of
the potential grant is immaterial (up to three salaries); and (d) the targets were pre-determined
by the Remuneration Committee and Board of Directors. |
| (2) | All
of the following conditions are met: (a) the resolution is in line with the remuneration
policy; (b) the office holder in question serves both as a director and in an operational
role in the Company; (c) The Remuneration Committee and Board of Directors approved the targets,
but the directors, who receive from the Company a bonus based on measurable targets, did
not take part in the approval of those targets (whether in their capacity as directors or
in their capacity as other office holders in the Company). |
| b. | The
Remuneration Committee and Board of Directors alone will be allowed to determine the measurable
targets applicable to an office holder, who is a controlling shareholder or a relative thereof
(as these terms are defined in the Companies Law), if one of the following is fulfilled: |
| (1) | All
of the following conditions are met: (a) the resolution is in line with the remuneration
policy; (b) the grant in question is based only on measurable targets; (c) the amount of
the potential grant is immaterial (up to three salaries); and (d) the targets were pre-determined
by the Remuneration Committee and Board of Directors. |
| (2) | Measurable
targets based on financial statements data and which applies in the same manner to the controlling
shareholder and his relative and to every other office holders, provided that all of the
following conditions are met: (a) the number of the other office holders which such targets
apply, is significantly higher than the number of office holder which is the controlling
shareholder or his relative; (b) the potential grant to the other office holder is significantly
higher than the potential grant to the office holder which is the controlling shareholder
or his relative (in absolute numbers); (c) the cost of the grants attributed to the controlling
shareholder, taking into account his holdings in the Company, will be significantly higher
than the total grant he will be entitled to in the event of meeting the targets, so it is
clear that the controlling shareholder has a slight and negligible interest in determining
the targets. |
Set
forth below are some suggested criteria for the annual bonus that is based on measurable targets. It should be clarified that this list
is not a closed and binding list. The Remuneration Committee and the Board of Directors may consider adding or removing some of those
criteria, taking into account the role of each office holder, this areas of responsibility and the Company’s activity.
| 1. | Bonus
that is based on financial targets – a bonus that is based on meeting principal
and personal performance metrics that are quantified and set out in the Company’s work
plan and attributed to the relevant office holder. These performance metrics may include,
among other things: sales and marketing targets. |
| (a) | Engagement
in products distribution contracts. |
| (b) | Engagement
in collaboration contracts. |
| (c) | Achievement
of product development milestones. |
| (d) | Completion
of development of new technologies. |
| (e) | Production
and growth metrics relating to scope of activity. |
| (f) | Recruitment
and retainment of customers. |
| (g) | Reducing
costs. |
| (h) | Implementation,
promotion and completion of planned projects. |
| (i) | Achievement
of targets/milestones relating to implementation of principal projects and processes of the
Company. |
| (j) | Promotion
of strategic plans and targets, including targets which were set for the office holder, and
which are relevant to the relevant office holder’s area of activity. |
| (k) | Achievement
of financial targets: raising loans, bonds, public offering of shares, etc. |
At
the end of each year, the Remuneration Committee and Board of Directors, or the Company’s CEO, as applicable, will review the office
holders’ meeting their measurable targets in order to determine that component of the annual bonus, which is based on measurable
targets. The Remuneration Committee and Board of Directors, or the Company’s CEO, as applicable, may determine to pay only part
of the component of the annual bonus, which is based on measurable targets, if the office holder meets only some of the targets.
| 2.8.2.2 | Neutralization
of one-off events |
As
part of the calculation of the eligibility to annual bonus that is based measurable targets on the basis of financial statements data
(if such targets are set) the Board of Directors or the Remuneration Committee will be authorized to neutralize the effect of “one-off
events”, or alternatively to decide that such events should not be neutralized in a certain year, as applicable.
| 2.8.3 | Annual
discretionary bonus |
Subject
to the recommendation of the Company’s CEO in connection with office holders who report to him, and in respect of the CEO and the
active directors – subject to the recommendation of the Board of Directors, the Company’s competent organs shall be allowed
(subject to the provisions of the law and the positions of the Securities Authority (as amended from time to time)), to award a discretionary
bonus to Company’s office holders, based, among other things, on the following qualitative criteria (hereafter – “annual
discretionary bonus”).
| 1. | The
office holder’s contribution to the Company’s business, the maximization of its
profits and the enhancement of its strength and stability. |
| 2. | The
Company’s need to recruit or retain an office holder with unique skills, knowledge
or expertise. |
| 3. | The
extent of responsibility delegated to the office holder. |
| 4. | Changes
that have taken place over the last year with regards to the areas of responsibility of the
office holder. |
| 5. | Satisfaction
from the performance and functioning of the office holder. |
| 6. | Appreciation
to the office holder’s ability to work in collaboration and coordination with the team. |
| 7. | The
office holder’s contribution to corporate governance and to proper control environment
and ethics. |
| 8. | The
office holder’s contribution to the promotion and development of employees and managers,
insofar as this is relevant to his role. |
The
Company’s competent organs shall approve this component based, among other things, on data presented by the Company’s management
and based on personal assessment and recommendation issued by the Company’s CEO (with regard to office holders who report to him)
and by the Company’s Board of Directors with regard to active directors and the CEO, while listing the underlying reasons for their
recommendation.
| 2.8.4 | The
annual bonus ceiling of office holders as of date of payment thereof (both in respect of
discretionary bonus and in respect of bonus based on measurable targets: |
| Role |
|
Maximum
annual bonus7 as of date of payment thereof (in terms of cost of payroll4) |
| |
|
|
| Active
chairman of the Board of Directors |
|
Up
to 6 salaries (subject to the provisions of section 2.8.1 above) |
| CEO |
|
Up
to 6 salaries (subject to the provisions of section 2.8.1 above) |
| VPs
and other office holders who report to the CEO |
|
Up
to 4 salaries |
| 2.8.5 | The
Remuneration Committee and Board of Directors may decide to postpone the payment of the annual
bonus or reduce the amount of the annual bonus to which the office holder is entitled, at
their own discretion. |
7
The ceiling is in respect of the whole annual bonus – bonus based on measurable targets + discretionary bonus.
| 2.8.6 | The
Company may pay an office holder, who has not completed a full year of employment, a proportionate
share of the bonus according to the period of employment of the office holder. |
The
Company has adopted a Clawback Policy intended to comply with the requirements of the Companies Law, Section 10D of the Securities Exchange
Act of 1934 and clawback-related listing standards of the Nasdaq Stock Market, that shall apply to its Executive Officers and Directors,
as attached hereto as Exhibit A.
| 2.10 | Long-term
remuneration |
| 2.10.1 | Subject
to the approval of a long-term remuneration plan by the Company in accordance with the provisions
of the law, the Company may allocate to office holders and from time to time options and/or
restricted shares (“share-based payment”) and/or another long-term remuneration,
including a remuneration that is based on the performance of the Company’s share (such
as phantom options), as part of the remuneration package. |
| 2.10.2 | The
annual value8 of the share-based payment paid to each office holder, as of the
date of grant thereof, shall not exceed 200% of the cost of payroll4 of such office
holder. Such value will be determined in accordance with acceptable valuations methods at
the date of grant thereof. |
| 2.10.3 | Should
the Company decide to award share-based payment: |
| 2.10.3.1 | The
Company will maintain securities-based remuneration plan in accordance with Section 102 to
the Income Tax Ordinance or other tax provisions that apply to the Company and/or its employees
in accordance with the territory in which they operate. However, the Company’s Remuneration
Committee and Board of Directors will be entitled to grant share-based payment in the absence
of such plan. |
| 2.10.3.2 | In
the event that the share-based payment shall be award of options, the exercise price of the
awarded options will not be less than the average share price on the Tel Aviv Stock Exchange
over the last 30 trading days preceding the date on which the Board of Directors of the Company
decided to award the of the share-based payment. In the event of award of options, each of
the options that the Company will award will be exercisable into one ordinary Company ordinary
share. |
| 2.10.3.3 | The
vesting period of the share-based payment to be awarded by the Company will be at least 3
years until vesting of all of the share-based payment that were allocated, when every quarter
(or a longer period of time as determined by the Company’s Board of Directors) a proportionate
share of the amount of the share-based payment will vest. Nevertheless, the Remuneration
Committee and the Company’s Board of Directors are authorized to determine that despite
the above vesting provisions, the share-based payment shall be exercisable upon the achievement
of targets that they will set close before the award of the share-based payment. |
| 2.10.3.4 | The
vesting period may be accelerated upon the occurrence of special events, such as change of
control in the Company and/or sale of operations and/or the end of the tenure of an office
holder under special circumstances (such as death of illness). |
| 2.10.3.5 | The
share-based payment shall expire no later than 10 years following the vesting date of the
respective installment of the share-based payment. |
| 2.10.3.6 | The
maximum aggregate dilution for all of the share-based payment awarded to the Company’s
officers and employees shall not exceed 18% of the Company’s outstanding share capital
on a fully diluted basis. |
8
The value of share-based compensation that vested in a period of 12 months from the grant date.
| 2.10.4 | As
part of the discussion on the award of share-based payment to a Company office holder, the
Remuneration Committee and the Company’s Board of Directors, and where required –
the general meeting of the Company’s shareholders, will assess whether the said award
constitutes an appropriate incentive that will contribute to the maximization of the Company’s
value in the long-term. |
| 2.10.5 | Share-based
payment shall be awarded after the assessment of the economic value of the said award, the
exercise prices and the exercise periods. |
| 2.11 | The
ratio between the fixed salary component and the variable components9 |
| Role |
|
The
ratio between the variable components and the fixed components |
| |
|
|
| Active
chairman of the Board of Directors |
|
Up
to 2.5 |
| CEO |
|
Up
to 2.5 |
| VPs
and other office holders who report directly to the CEO |
|
Up
to 2 |
| 2.12 | Extending
the term of existing agreements with Company office holders and making amendments to those
agreements |
| 2.12.1 | Prior
to extending the term of the employment agreement with a Company office holder (whether this
involves changes to the terms of employment or not), the office holder’s existing remuneration
package will be assessed in relation to the parameters set out in section 2.2 above and bearing
in mind the payroll review, which was conducted by the Company as per section 2.3 above. |
| 2.12.2 | Subject
to the provisions of the law and the positions of the Securities Authority, as amended from
time to time, immaterial changes made to the service terms of the Company’s CEO will
need to be approved by the Remuneration Committee alone, if the latter approved that the
changes are, indeed, immaterial and the change complies with the provisions of this remuneration
policy. |
| 2.12.3 | Subject
to the provisions of the law and the positions of the Securities Authority, as amended from
time to time, immaterial changes made to the service and employment terms of the office holders
who report to the Company’s CEO shall be approved by the Company’s CEO alone
and the approval of the Remuneration Committee will not be required, provided that the service
and employment terms of that office holder comply with the provisions of this remuneration
policy. |
In
sections 2.12.2 and 2.12.3 above, “immaterial changes to the service and employment terms” are changes, the aggregate
value of which does not exceed 10% of the overall annual cost of remuneration of the office holder.
| 2.13 | Remuneration
of directors |
| 2.13.1 | Company’s
directors will be eligible to remuneration in accordance with the Companies Regulations (Rules
Regarding Remuneration and Expenses to External Director), 2000 (hereafter – “the
remuneration regulations”) and which will not exceed the maximum remuneration set
in the remuneration regulations (including the maximum remuneration to an external expert
director, which is set in the remuneration regulations). This section will not apply to directors,
who will serve as active directors and who will be eligible to remuneration in accordance
with other provisions of this remuneration policy. |
9
For that purpose, the “variable components” include the annual value of the share-based payment.
| 2.13.2 | Notwithstanding
the provisions of section 2.13.1, directors, who serve in other positions in the Company
in addition to their service as directors, shall be eligible to salary as paid in the Company
for similar positions. |
| 2.13.3 | The
directors, who serve in the Company, may be eligible to reimbursement of reasonable expenses;
they will also be eligible to insurance, indemnification and exemption arrangements as described
in section 2.6.6 above, all in accordance with the provisions of the Company’s articles
of association and the provisions of this remuneration policy. |
| 3. | The
powers of the Remuneration Committee and the Company’s Board of Directors with regard
to the remuneration policy |
| 3.1 | The
Company’s Board of Directors is charged with the management of the remuneration policy
and all actions required for management thereof, including the power to interpret the provisions
of the remuneration policy where doubts arise as to the manner of its implementation. |
| 3.2 | The
Company’s Remuneration Committee and Board of Directors will assess, from time to time,
the remuneration policy and the need to adjust it, inter alia, in accordance with the considerations
and principles set out in this policy, while taking into account the changes in the Company’s
goals, market conditions, Company’s profits and revenues in previous periods in in
real time and any other relevant information. |
| 3.3 | In
order to assess the Company’s remuneration policy, the Company’s Remuneration
Committee and its Board of Directors will monitor the implementation of the remuneration
policy in the Company. |
Exhibit
A
Clawback
Policy
Effective
as of October 2, 2023
Background
The
Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders
to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance
compensation philosophy. The Financial Statements Review, Audit and Compensation Committee of the Board (the “Committee”)
and the Board have therefore adopted this policy, which provides for the recoupment (or clawback) of certain executive compensation in
the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal
securities laws of the United States (the “Policy”). This Policy is designed to comply with Section 10D of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule
10D-1”) and the listing standards of the Nasdaq Stock Market (“Nasdaq”) under Nasdaq Listing Rule 5608.
In addition, this Policy is designed to comply with the requirements under the Israeli Companies Law 5759-1999 (the “Companies
Law”) with respect to clawback provisions to be included in the Company’s Compensation Policy, as may be amended from
time to time.
Administration
This
Policy shall be administered by the the Board. Any determinations made by the Board, after taking into consideration the recommendations
of the Committee, shall be final and binding on all affected individuals. Subject to any limitation under applicable law, the Board,
after taking into consideration the recommendations of the Committee, may authorize and empower any officer or employee of the Company
to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (the “Authorized Officers”)
(other than with respect to any recovery under this Policy involving such officer or employee).
Covered
Executives
This
Policy applies to the Company’s current and former executive officers, as determined by the Board in accordance with Section 10D
of the Exchange Act and the listing standards of the Nasdaq (“Covered Executives”).
Recoupment;
Accounting Restatement
In
the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material
noncompliance with any financial reporting requirement under the applicable securities laws, the Board, after taking into consideration
the recommendations of the Committee, will require prompt reimbursement or forfeiture of any excess Incentive Compensation (as defined
below) received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company
is required to prepare an accounting restatement. For the sake of clarity, recoupment is required in the event of any restatement that
either: (a) corrects an error in previously issued financial statements that is material to the previously issued financial statements;
or (b) corrects an error not material to previously issued financial statements, but that would result in a material misstatement if
(i) the error was left uncorrected in the then current period; or (ii) the error correction was recognized in the then current period.
The Company’s obligation to recover erroneously awarded compensation is not dependent on if or when the restated financial statements
are filed. For purposes of determining the relevant recovery period, the date that the Company is required to prepare an accounting restatement
as described above is the earlier to occur of: (A) the date the Board, a committee of the Board, the Authorized Officers, or officers
of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the
Company is required to prepare an accounting restatement as described above; or (B) the date a court, regulator, or other legally authorized
body directs the Company to prepare an accounting restatement as described above. In accordance with Nasdaq Rule 5608(e), this Policy
is applicable to Incentive Compensation (as described below) received on or after October 2, 2023.
Incentive
Compensation
For
purposes of this Policy, “Incentive Compensation” means any of the following, provided that such compensation is granted,
earned or vested based wholly or in part on the attainment of a financial reporting measure affected by the restated financial statements:
| ● | Annual
bonuses and other short- and long-term cash incentives. |
| ● | Share
options. |
| ● | Share
appreciation rights. |
| ● | Restricted
shares. |
| ● | Restricted
share units. |
| ● | Performance
shares. |
| ● | Performance
units. |
Financial
reporting measures are measures that are determined and presented in accordance with the accounting principles used in preparing the
Company’s financial statements, and any measures that are derived wholly or in part from such measures. Share price and total shareholder
return are also financial reporting measures. A financial reporting measure need not be presented within the financial statements or
included in a filing with the Securities and Exchange Commission. The Company’s financial reporting measures may include, but are
not limited to, the following:
| ● | Company
stock price. |
| ● | Total
shareholder return. |
| ● | Revenues. |
| ● | Net
income. |
| ● | Earnings
before interest, taxes, depreciation and amortization (EBITDA). |
| ● | Funds
from operations. |
| ● | Liquidity
measures such as working capital, operating cash flow or Free Cash Flow. |
| ● | Return
measures such as return on invested capital or return on assets. |
| ● | Earnings
measures such as earnings per share. |
This
Policy applies to all Incentive Compensation received by a Covered Executive:
| ● | After
beginning service as an executive officer; |
| ● | Who
served as an executive officer at any time during the performance period for that Incentive
Compensation; |
| ● | While
the Company has a class of securities listed on a national securities exchange or a national
securities association; and |
| ● | During
the three completed fiscal years immediately preceding the date that the Company is required
to prepare an accounting restatement as described in this Policy. In addition to these last
three completed fiscal years, this Policy applies to any transition period (that results
from a change in the Company’s fiscal year) within or immediately following those three
completed fiscal years. However, a transition period between the last day of the Company’s
previous fiscal year end and the first day of its new fiscal year that comprises a period
of nine to 12 months would be deemed a completed fiscal year. |
Incentive
Compensation is deemed received in the Company’s fiscal period during which the financial reporting measure specified in the Incentive
Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
Excess
Incentive Compensation: Amount Subject to Recovery
The
amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over
the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined
by the Board, after taking into consideration the recommendations of the Committee, and without regard to any taxes paid by or withheld
from the Covered Executive. If the Board, after taking into consideration the recommendations of the Committee, cannot determine the
amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement,
then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. For Incentive Compensation
based on share price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical
recalculation directly from the information in an accounting restatement, the amount will be based on a reasonable estimate of the effect
of the accounting restatement on the share price or total shareholder return upon which the Incentive Compensation was received. In such
case, the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
Method
of Recoupment
The
Board, after taking into consideration the recommendations of the Committee, will determine, in its sole discretion, the method for recouping
Incentive Compensation hereunder which may include, without limitation:
| ● | Requiring
reimbursement of cash Incentive Compensation previously paid; |
| ● | Seeking
recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other
disposition of any equity-based awards; |
| ● | Offsetting
the recouped amount from any compensation otherwise owed by the Company to the Covered Executive
in accordance with applicable law; |
| ● | Cancelling
outstanding vested or unvested equity awards; and/or |
| ● | Taking
any other remedial and recovery action permitted by law, as determined by the Board, after
taking into consideration the recommendations of the Committee. |
No
Indemnification
The
Company shall not indemnify any Covered Executives against the loss of any Incentive Compensation recovered under this Policy or from
any consequence arising therefrom.
Interpretation
The
Board, after taking into consideration the recommendations of the Committee, is authorized to interpret and construe this Policy and
to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy
be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act, Rule 10D-1, any applicable rules
or standards adopted by the Securities and Exchange Commission or Nasdaq, and the Companies Law.
Effective
Date
This
Policy shall be effective as of the date it is adopted by the Board (the “Effective Date”) and, in accordance with
Nasdaq Rule 5608(e), shall apply to Incentive Compensation that is received by Covered Executives on or after October 2, 2023.
Amendment;
Termination
The
Board, after taking into consideration the recommendations of the Committee, may amend this Policy from time to time in its discretion
and shall amend this Policy as it deems necessary to reflect regulations adopted by the Securities and Exchange Commission under Section
10D of the Exchange Act and to comply with any rules or standards adopted by Nasdaq. The Board, after taking into consideration the recommendations
of the Committee, may terminate this Policy at any time.
Other
Recoupment Rights
The
Board intends that this Policy will be applied to the fullest extent of applicable law. The Board and/or Committee may require that any
employment agreement, equity award agreement, or similar agreement entered into or amended on or after the Effective Date shall, as a
condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right
of recoupment under this Policy is in addition to, and not in lieu of: (a) any other remedies or rights of recoupment that may be available
to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement or similar agreement and
any other legal remedies available to the Company, including termination of employment or institution of legal proceedings; and (b) any
statutory recoupment requirement, including Section 304 of the Sarbanes-Oxley Act of 2022. For the avoidance of doubt, any amounts paid
to the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2022 shall be considered (and may be credited) in determining any
amounts recovered under this Policy.
Impracticability
The
Board, after taking into consideration the recommendations of the Committee, shall recover any excess Incentive Compensation in accordance
with this Policy unless such recovery would be impracticable, as determined in accordance with Rule 10D-1(b)(1)(iv) under the Exchange
Act and the listing standards of Nasdaq. In order for the Company to determine that recovery would be impracticable, the Board, after
taking into consideration the recommendations of the Committee, must conclude the following:
| a) | The
direct expense paid to a third party to assist in enforcing this Policy would exceed the
amount to be recovered after making a reasonable attempt to recover such Incentive Compensation.
Note that the attempt(s) to recover must be documented by the Company and such documentation
provided to Nasdaq; |
| b) | Recovery
would violate home country law where that law was adopted prior to November 28, 2022. Note
that the Company must obtain a legal opinion of home country counsel that such recovery would
result in a violation of local law and provide such opinion to Nasdaq; or |
| c) | Recovery
would likely cause an otherwise tax-qualified retirement plan under which benefits are broadly
available to Company employees to fail to meet the requirements for qualified pension, profit-sharing
and stock bonus plans under Section 401(a)(13) of the U.S. Internal Revenue Code or the minimum
vesting standards under Section 411(a) of the U.S. Internal Revenue Code. |
Successors
This
Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other
legal representatives.
Exhibit
Filing
A
copy of this Policy shall be filed as an exhibit to the Company’s annual report on Form 20-F.
Foresight Autonomous (NASDAQ:FRSX)
過去 株価チャート
から 10 2024 まで 11 2024
Foresight Autonomous (NASDAQ:FRSX)
過去 株価チャート
から 11 2023 まで 11 2024
