Accordingly, I have determined that Gutman is entitled to participate in the discussions of the Board of Directors and to vote on issues related to the determination of Gutman's terms of salary (in accordance with Section 278(b) of the Companies Law), and that to the extent that an issue related to the tenure of Lahav and Gutman as directors is discussed before the Board of Directors, both of them will be entitled to be present at the discussions. I also noted that the decisions made by the board of directors (regarding the terms of Gutman's salary - which were made without Gutman's presence, despite Lahav's objection and through the power of the director) as well as any decision made by the board of directors in the future to which section 270(3) of the Companies Law applies, will remain in effect after it is accepted by the board of directors and there is no need to bring it to the approval of the general meeting in accordance with section 273 of the Companies Law. Lahav filed an application for leave to appeal to the Supreme Court against this decision, which was rejected (Civil Appeal 8078/23 Lahav v. Gutman (March 10, 2024)).
To complete the picture, it should be noted that Gutman was approved by the board of directors a salary that was not as he demanded, but rather a salary similar to the salary offered to an external CEO with whom the company had previously negotiated and was offered salary terms, but whose employment was not carried out.
- Board of Directors meeting on July 21, 2024, the issue of compliance and investigation in Germany.
As noted, the proceedings in this case are complex and full of details that do not need to be discussed for the purpose of this decision. However, I will dedicate a few words to the meeting of the Board of Directors on July 21, 2024, which the parties referred to at length in the three requests. And let the reader make no mistake - this is not the only yeshiva, and many charged and unusual meetings have already taken place before and after it. In general, after I was exposed to what was happening at the meetings of the Board of Directors, I noticed the large number of lawyers participating in it (in a rough calculation, the average is 10 lawyers per meeting), and I believed that this might harm the functioning of the Board of Directors, and I even brought the parties to an agreement that the number of participating lawyers would be reduced, but it appears that later on the agreement was not implemented (see paragraph 51 of the minutes).