Proposal 1
ELECTION OF DIRECTORS
At the Meeting, five (5) directors are to be elected to serve until the
next Annual Meeting of Shareholders and until their successors shall be duly
elected and qualified. The number of nominees was determined by the Board of
Directors pursuant to the Company's By-Laws. Unless otherwise specified, all
proxies will be voted in favor of the five (5) nominees listed below as
directors of the Company.
All of the nominees, except Alon Harris, were elected as directors in
August 2000 pursuant to the closing of the transactions with MediVision (see
discussion below under the heading "Certain Relationships and Related
Transactions). Alon Harris was elected as a director by the Board of Directors
in November 2001. The term of the current directors expires at the Meeting.
The Board of Directors has no reason to expect that any of the nominees
will be unable to stand for election at the date of the Meeting. In the event
that a vacancy among the original nominees occurs prior to the Meeting, the
proxies will be voted for a substitute nominee or nominees named by the Board of
Directors and for the remaining nominees.
Our directors and executive officers are as set forth in the table below:
Name Age Position
--------------------------------- --------------------------------- ---------------------------------
Noam Allon 43 Director
Gil Allon 41 Director, Chief Executive Officer
Ariel Shenhar 37 Director, Chief Financial Officer
and Secretary
Jonathan Adereth 55 Director, Chairman of the Board
Alon Harris, Ph.D. 43 Director
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Noam Allon has served as a member of the Company's Board of Directors since
August 2000. Mr. Allon has also served as the President, Chief Executive Officer
and a member of the Board of Directors of MediVision since MediVision's
inception in June 1993. Mr. Allon also currently serves as the President, Chief
Executive Officer and a member of the Board of Directors of MediVision's
subsidiaries: Camvision, Laservision and MediVision France. Mr. Allon received
his B.Sc. in Computer Science with distinction from the Technion Israel
Institute of Technology in Haifa, Israel in May 1986.
Gil Allon has served as a member of the Company's Board of Directors since
August 2000 and has served as the Company's Chief Executive Officer since
January 2002. Mr. Allon has acted in the capacity of the Company's Chief
Executive Officer since August 2000. Mr. Allon is also a member of the
Compensation and Nomination Committees of the Company's Board of Directors. Mr.
Allon has also served as the Vice President, Chief Operating Officer and a
member of the Board of Directors of MediVision since MediVision's inception in
June 1993. Mr. Allon also currently serves as the Vice President, Chief
Operating Officer and a member of the Board of Directors of MediVision's
subsidiaries: Camvision and Laservision. Mr. Allon received his B.A. and M.Sc.
in Computer Science, both with
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distinction, from the Technion Israel Institute of Technology in Haifa, Israel
in May 1987 and December 1989, respectively, and his M.B.A. with distinction in
Business Management from the University of Haifa in September 1999.
Ariel Shenhar has served as a member of the Company's Board of Directors
since August 2000, has served as the Company's Chief Financial Officer since
July 2002 and has served as the Company's Secretary since August 2002. Mr.
Shenhar is also a member of the Audit Committee of the Company's Board of
Directors. Mr. Shenhar has also served as a member of the Board of Directors of
MediVision since August 1994 and as its Vice President and Chief Financial
Officer since January 1997. Mr. Shenhar served as a member of the Board of
Directors of Fidelity Gold Real Estate Markets Ltd., an Israeli company engaged
in real estate, from 1994 to 1998, as an accountant at Nissan Caspi & Co.
Certified Public Accountants in Jerusalem, Israel in 1996, and at Witkowski &Co.
Certified Public Accountants in Tel Aviv, Israel from 1994 to 1995. Mr. Shenhar
received his B.A. in Economics and Accounting and his M.B.A. in Finance from the
Hebrew University in Jerusalem, Israel and June 1992 and June 1999,
respectively, and has been a Certified Public Accountant since January 1997.
Jonathan Adereth has served as Chairman of the Company's Board of Directors
since August 2000. Mr. Adereth is also Chairman of each of the Audit,
Compensation and Nomination Committees of the Company's Board of Directors. Mr.
Adereth has also served as a member of the Board of Directors of MediVision
since July 1, 1999. Mr. Adereth currently serves also as a member of the Board
of Directors of Carmel Biosensors Ltd., an Israeli corporation engaged in the
business of medical devices. In addition, Mr. Adereth is a director of Barnev
Ltd., an Israeli corporation engaged in labor monitoring systems. From 1994 to
1998, Mr. Adereth served as President and CEO and as a member of the Board of
Directors of Elscint Ltd., a medical equipment company engaged in the
development, manufacturing and marketing of medical imaging products such as CT
scanners, MRI systems and gamma cameras. Prior thereto Mr. Adereth served as a
senior officer of Elscint Ltd. in various positions and capacities, including as
Senior Vice President of Sales and Marketing in 1994 and as Vice President of
Sales, from 1986 to 1993. Mr. Adereth received his B.Sc. in Physics from the
Technion Israel Institute of Technology in Haifa, Israel in May 1973.
Alon Harris has served as a member of the Company's Board of Directors
since November 2001. Professor Harris has been Director of the Glaucoma Research
and Diagnostic Center (the "Center") in the Department of Ophthalmology at the
Indiana University School of Medicine ("Indiana") since 1993. The Center,
founded by Professor Harris, specializes in investigation of ocular blood flow
and its relationship to eye diseases such as glaucoma, age-related macular
degeneration and diabetic retinopathy. He has been the Letzter Professor of
Ophthalmology at Indiana since 2000 and has been a Professor of Ophthalmology
and Physiology and Biophysics at Indiana since 1999. Professor Harris is the
1995 recipient of the Research to Prevent Blindness International Scholar Award
and holds the Letzter Endowed Chair of Ophthalmology.
There are no family relationships among any of the persons listed above
except that Noam Allon and Gil Allon are brothers.
Certain Information About the Board of Directors and Committees of the Board
The Board of Directors is responsible for the management of the Company.
During the fiscal year ended December 31, 2001, the Board of Directors held one
(1) meeting and acted by written consent
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on four (4) occasions. All of the directors attended the meeting of the Board.
The Board has established audit, nominating and compensation committees.
The functions of the audit committee (the "Committee") include the
nomination of independent auditors for appointment by the Board; meeting with
the independent auditors to review and approve the scope of their audit
engagement; meeting with our financial management and the independent auditors
to review matters relating to internal accounting controls, our accounting
practices and procedures and other matters relating to our financial condition;
and to report to the Board periodically with respect to such matters. The
Committee currently consists of Ariel Shenhar and Jonathan Adereth. The
Committee held no meetings during 2001. However, the members of the Committee
met on occasion to discuss matters in an informal manner. The specific functions
and responsibilities of the Committee are set forth in a written charter of the
Committee, adopted by the Board of Directors, which is attached hereto as
Appendix A.
The function of the nominating committee is to nominate directors to the
Board of Directors. The nominating committee currently consists of Gil Allon and
Jonathan Adereth. The nominating committee held no meetings during 2001.
However, the members of the nominating committee met on occasion to discuss
matters in an informal manner.
The function of the compensation committee is to review and recommend to
the Board of Directors the appropriate compensation of our executive officers.
The compensation committee currently consists of Gil Allon and Jonathan Adereth.
The compensation committee held no meetings during 2001. However, the members of
the compensation committee met on occasion to discuss matters in an informal
manner.