Corporate governance generally refers to principles, mechanisms and rules that determine how public companies and reporting companies should be conducted in terms of internal control and supervision. The importance of corporate governance principles is, among others, the creation of credence, transparency, and uniformity that serves creditors, investors, shareholders and financial institutions in evaluating different companies and businesses in general.

The adoption of the rules and principles of corporate governance is designed to ensure the proper management of the company and to create an appropriate corporate culture based on the law by the company, its shareholders, directors, office holders and employees, as an integral part of its business activity and on-going management.

While corporate governance principles are primarily focused on companies whose securities are held by the public, such principles are sometimes adopted by private companies as well.

Corporate governance principles and policies do not replace any laws applicable to the company. Rather their purpose is to serve as a tool and a resource that available to the company, its corporate bodies and its management which can be readily drawn upon in determining how the company, its corporate bodies and its management should conduct themselves in particular situations. Typically, these corporate governance principles and policies are not spelled out by the law but they assist the company in ensuring full compliance with the law. An effective implementation of corporate governance mechanisms and policies contribute to the proper functioning and decision-making process of the company and may credit the company, its directors and senior office-holders in the event that their prior actions may come under scrutiny of any regulatory bodies.

The law firm of Joseph Shem Tov & Co. has broad experience in counseling its clients through the evolving regulation and best practices in the operation of board of directors, director responsibilities, fiduciary duties and shareholder relations, as well as the practical implementation of corporate governance standards in the context of the client’s specific business activity.

Our services in the area of corporate governance include:

• Assisting clients in implementing corporate governance compliance programs that improve the company’s ability to integrate in the complex regulatory environment in which it operates.

• Drafting corporate governance procedures and policies that create and encourage a culture of compliance, including procedures for making decisions among directors and board committees.

• Assimilation and implementation of internal enforcement programs that are intended to ensure compliance with securities laws.

• Counseling on governance matters, including the structure and composition of the board of directors, duties of independent directors and the structuring and workings of committee to the board of directors.

• The experience that the firm has gained over an extended period of practicing in this area and its proficiency and knowledge of the relevant corporate governance environments, enable the firm to identify and define legal and regulatory risks in its client’s activities, counsel senior management and directors to achieve their business objectives within the framework of best practices for investor protection, and create and implement compliance programs tailored to the client’s needs and business.