Board of Directors
The current members of the ICL board are listed in ICL’s general website.
In addition to its legal responsibilities, ICL policy requires the Board to approve certain elements of the Company’s and its subsidiaries’ operations, including investments that exceed a specified amount, as well as organizational changes and mergers & acquisitions.
Board of Directors- 2019 composition
| Under 30 | 30-50 | Over 50 | |
|---|---|---|---|
| Women | 0% | 0% | 20% |
| Men | 0% | 20% | 60% |
The Chairman of the Board and the CEO have distinct responsibilities and the positions are held by separate individuals. This is also true of the Board of Directors and the Company’s officers who are not directors. There are no family relationships between any members of ICL’s executive management and its directors.
The Company does not have contracts with its current directors, excluding the Executive Chairman. Directors are elected each year at the Annual General Meeting (except external directors, whose terms are set by law at three years).
| Board & Governance Information | |
|---|---|
| Total Number of Directors | 10 |
| Number of Non-Executive Directors on Board | 10 |
| Number of External Directors* | 2 |
| Number of Independent Directors** | 4 |
| Separate Chair and CEO | Yes |
| Board Meetings Held in 2019 | 16 |
| Annual Election of Directors | Yes |
| Average Age of Directors | 59 |
| Women Board Members*** | 20% |
* The definition of “external directors” is pursuant to the Israeli Companies Law, 5759-1999 (the “Companies Law”).
** Five directors are independent directors under the rules applicable to U.S.A companies listed on the NYSE. Four are independent according to Israeli regulations.
*** Since January 2020, the ICL Board of Directors has 10 members, two women and eight men. Throughout 2019, however, the Board included one woman. See below the company's statement on board gender diversity.
New Board members receive information about ICL and its operations, and all directors receive periodic training on relevant issues when there are significant changes.
Mr. Yoav Doppelt joined the Board of ICL in December of 2018, and in July of 2019 he became Chairman of the Board, replacing Mr. Johanan Locker.
Mr. Raviv Zoller entered office as CEO of the Company in May 2018, replacing the Company’s then Acting CEO, Mr. Asher Grinbaum.
Board Committees & Personnel
Each committee of the Board operates in accordance with a written charter that sets forth the committee’s structure, operations, membership requirements, responsibilities and authority to engage advisors. As of the end of 2019, the ICL Board included the following committees: audit and accounting committee; human resources and compensation committee; environment, safety and public affairs committee; operations committee and financing committee.
| Number of meetings 2019 | Average Attendance rate 2019 | |
|---|---|---|
| General Board Meetings | 16 | 93% |
| Audit & Accounting Committee | 12 | 94% |
| HR & Compensation Committee | 11 | 100% |
| Environment, Safety and Public Affairs Committee | 4 | 100% |
| Operations Committee | 3 | 100% |
| Financing Committee | 2 | 100% |
For more details on ICL’s Board see ICL’s 2019 Annual Report and Articles of association.
Environment, Safety and Governance management practices
ESG are material issues for ICL, as a global manufacturing company operating in many different regions and lines of business. To meet the expectations of its diverse stakeholders, ICL aspires for best practices in the management of all ESG fields.
Each Board meeting begins with a safety and ecology update and presentation, and throughout the year, the Board also discusses environmental issues in detail, including (among others) climate-change risks and opportunities, employee safety, corporate responsibility and sustainability.
This CSR report, approved by the Board of Directors, outlines the Company’s Guidelines for Corporate Responsibility and documents the Company’s continuing progress of its global operations in this area.
ICL statement on Board Gender Diversity
The company values the importance of gender diversity and adequate representation within the Board of Directors. Accordingly, the Company will strive to increase gender diversity within the Board. In instances of appointing a new director or the replacement of an incumbent Director, the company will give preference to candidates from the underrepresented gender (at the time of the appointment) within the board. This preference is conditioned on the preferred candidates skill-set to be proven as of similar quality, in relation to other candidates.
