Corporate Governance
The business and affairs of Allot are managed by its officers headed by Eyal Harari, who serves as Allot’s Chief Executive Officer and under the direction of a 7-member Board of Directors that includes David Reis, who serves as the Chairman of the Board. Allot’s Board provides a broad range of qualifications and interests ensuring a diversity of viewpoints and expertise. The Board has established two standing committees to assist it in overseeing certain of its responsibilities. The Audit Committee, and the Compensation and Nominating Committee both have a written charter defining the role and responsibility of the committee within the governance framework of Allot. The Audit Committee was established by the Board to assist the Board in monitoring:
- The selection and retention, subject to shareholder approval, and the compensation of the independent auditor
- Its oversight of the integrity of Allot’s financial statements and other published financial information
- Monitoring the performance of the Allot’s financial reporting process
- and Monitoring Allot’s compliance with legal and regulatory requirements and corporate policies and controls
The Audit Committee is also responsible for reviewing and approving related party transactions with office holders and controlling shareholders as required by the Israeli Companies Law, the listing rules of the Nasdaq Global Market or as referred by the Board. The members of the Audit Committee are Efrat Makov, Steven Levy and Raffi Kesten. To see the Audit Committee Charter, click here. The Compensation and Nominating Committee was established by the Board to:
- To assist the Board in fulfilling its responsibilities relating to compensation of Allot’s directors, Chief Executive Officer and other executive officers
- To produce an annual report on executive compensation for public disclosure in Allot’s proxy statement or otherwise, to the extent required by applicable securities laws and the rules and regulations promulgated thereunder
- To support and advise the Board in selecting the individuals who are best able to fulfill the responsibilities of a director or executive officer of Allot
The members of the Compensation and Nominating Committee are Steven Levy, Efrat Makov and Raffi Kesten. To see the Compensation, Nominating and Governance Committee Charter, click here. Pursuant to the Sarbanes-Oxley Act and the listing rules of the Nasdaq Global Market, the Board has adopted a Code of Ethics and a Code of Conduct. The Code of Ethics is applicable to the Chief Executive Officer, Chief Financial Officer, Controller and other persons performing similar functions, and addresses their duties with respect to conflicts of interest, fair and accurate disclosure, reporting obligations with respect to internal control deficiencies and fraud, compliance with applicable laws, and other matters. The Code of Conduct is applicable to directors, executive officers and all other employees, and, in addition to addressing some of the items listed above, also addresses requirements applicable to a company such as Allot that operates in the medical field. Allot will report any waivers granted to any person under the Code of Ethics or to directors and executive officers under the Code of Business Conduct in the manner and to the extent required by applicable laws and regulations of the Securities and Exchange Commission and the Nasdaq Global Market. In keeping with the Sarbanes-Oxley Act and the listing rules of the Nasdaq Global Market, Allot has implemented a whistleblower policy that enables any employee to submit, on an anonymous basis, a good-faith concern regarding observed illegal or unethical behavior or questionable accounting or auditing matters without fear of dismissal or retaliation of any kind. A good-faith concern may be submitted by either logging onto the following: web address all as set forth in Allot’s Whistleblower Policy or by sending an email to Allot’s outside counsel, Mr. Aaron Lampert, Adv., at this address: [email protected]. Allot has also adopted a Fair Disclosure Policy Statement governing its disclosures to shareholders, institutional investors, broker/dealers and analysts and an Insider Trading Policy.
