2. Amendment to the By-Laws Regarding the Establishment of the Audit Committee and the Approval of the Audit Charter

Whereas: the Chairman of the Board of Governors, after consultation with the Chairman of the Executive, has  deemed appropriate to create a standing Audit Committee, whose main purpose is to provide assistance to the Board of Governors in fulfilling its oversight responsibility relating to the integrity of JAFI's financial statements; and

 

Whereas:   the operations of the Audit Committee will be governed by an Audit Charter to be approved from time to time by the Board of Governors, and

 

Whereas:   the Chairman of the Board of Governors, after consultation with the Chairman of the Executive, has deemed it appropriate that the first "JAFI Audit Charter" receive the approval of the Board of Governors.

 

Therefore, be it resolved:

 

1.  To add a new Section II B. 5 to the By-Laws, to be entitled "The Audit Committee" as follows:

 

"The Audit Committee shall be a Standing Committee of the Board of Governors and shall include Assembly members as well as members of the Board of Governors. The purpose of the Audit Committee is to assist the Board of Governors in fulfilling its oversight responsibility relating to the integrity of JAFI's[1] financial statements, including the financial reporting process."

 

2.       To replace the current first sentence of By-LawVIIII. "Auditors" to read as follows (new language in bold):[2]

 

"Appointment of Auditors of a Company shall be made on the basis of the recommendations, as approved by the Audit Committee, submitted to the Company by an appropriate committee."

 

3. To approve the initial "JAFI Audit Charter" attached as Appendix A to this Resolution.




[1]  For the purpose of this Section, the term "JAFI" includes all Companies and other JAFI subsidiaries which the Audit Committee deems are material to the financial statements of JAFI.

 

[2]   The current language of By Law VIII I. reads as follows:

"Appointment of Auditors of a Company shall be made on the basis of the recommendations submitted to the Company by an appropriate committee. The members of this committee shall be appointed by the Director of the Finance Department who will establish and/or amend its rules of procedure with the consent of the Chairman of the Board of Governors, the Chairman of the Executive, the Chairman of the Budget and Finance Committee, and the Chairman of the Assets and Liabilities Committee. The Director of the [Companies] Bureau will act as the coordinator of said committee."

 

 

 

 

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29 Jun 2008 / 26 Sivan 5768 0