Corporate Governance

We are incorporated in Israel and therefore are subject to various corporate governance practices under the Israeli Companies Law, 1999, relating to such matters as external directors, the audit committee and the internal auditor. These matters are in addition to the requirements of the New York Stock Exchange and other relevant provisions of U.S. securities laws. Under the New York Stock Exchange rules, a foreign private issuer may generally follow its home country rules of corporate governance in lieu of the comparable New York Stock Exchange requirements, except for certain matters such as composition and responsibilities of the audit committee and the independence of its members. 

We follow the Companies Law, the relevant provisions of which are summarized in this our annual report, and comply with the New York Stock Exchange requirement to solicit proxies from our shareholders in respect of each meeting of shareholders. For a summary of significant differences between our corporate governance practices, as a foreign private issuer and those required of U.S. domestic companies under NYSE Listing Standards, see our website at www.cellcom.co.il under "Investor Relations -Corporate Governance-Company Profile-Legal & Corporate".


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