It can be said that the justification for overruling should not be clear at a high level of significance, since the percentage of opponents as aforesaid is not large, but on the other hand, it is a remuneration thatdeviates from the remuneration policy. Even if there is substantial justification for allowing the over-ruling decision, this does not mean that the data on the basis of which the decision was made should not be re-examined; the new decision should be explained in detail and this should be addressed in writing when overcoming the general meeting's position to the shareholders' objection. In our case, the immediate report did not address the shareholders' objection and the reasons for which they objected (see Appendix 4 to the application).
- The Attorney General's Position Sleep Reference also to the lack of reasoning of the institutional bodies (Name):
"Less weight should be attributed to the opposition of the institutional bodies to the extent that it has become clear that the reason for the opposition is not rooted in the specific remuneration that is being offered, but rather stems from a policy of lateral voting."
With all due respect, this position is appropriate since the obligation of the institutional entities as shareholders when they vote is in the best interest of the company according to their perception of its best interests.
Even if the objection to the remuneration decision stems from the broad considerations of institutional entities and in a manner that was not explained to the remuneration committee and the board of directors – this does not mean that the shareholders should not be detailed about this in the over-ruling decision. The Respondent argued that the institutions that objected objected due to broad reasons stemming from the fact that the one-time grant deviated from the company's remuneration policy (p. 451, paras. 8-11 of the minutes). The declarant on behalf of the respondent Dahan-Portnoy was not present at the talks with the institutional bodies and these were not put in writing, but that the company's legal advisor, Adv. Liora Pert Levin, spoke with them (p. 486, s. 10):