Amendment no. 14 to the Non-Profit Organizations Law
Amendment no. 14 to the Non-Profit Organizations (Amutot) Law, came into effect in February, 2015.
The purpose of the Amendment is to hone the rules of corporate governance that apply to amutot and includes provisions designed to strengthen the nature of the audit in amutot, increasing transparency and strengthening the oversight and investigation authorities of the Registrar of Amutot.
The Amendment sets out provisions for the following issues: mandatory appointment of an internal auditor for an Amutah; expansion of the authorities of the Audit Committee (or the Audit Body of an amutah, as the case may be); granting oversight authorities and certification of supervisors by the Registrar of Amutot; expansion of the oversight authorities of the Registrar of Amutot through the use of external inspectors; expansion of the oversight authorities of the Registrar of Amutot regarding independent investigation of an amutah (and without the appointment of an external investigator); and various general provisions in a number of areas related to the relationship between the Registrar of Amutot and the amutot, and between the amutot themselves.
One of the main changes in the Amendment relates to a new entity in an amutah – the internal auditor. An amutah with a turnover exceeding NIS 10 million (or exceeding a higher amount to be determined by the Minister of Justice) – must appoint an internal auditor (“Internal Auditor”) in addition to the existing internal auditing bodies that are stipulated in the Amutot Law (Audit Committee, or the Audit Body as the case may be, and the Auditing Accountant).
The Internal Auditor will report to the Audit Committee on all matters related to professional issues, and to the Executive Board of the amutah on hierarchical-organizational matters. The appointment of the Internal Auditor will be done by the Executive Board of the amutah with the approval of the Audit Committee, and in the event of a disagreement, the General Assembly will decide.
Responsibilities of the Internal Auditor include, inter alia: (a) submitting a proposal for the annual or periodic work plan for the approval of the Executive Board, after the Audit Committee has examined it, and the Executive Board will approve it, with the changes it sees fit; (b) conducting an internal audit, in addition to the aforementioned work plan, on matters that may arise for urgent examination as imposed upon him by the Executive Board or the Audit Committee; (c) submitting a report on the findings as part of the annual and/or periodic work plan – to the Executive Board, CEO and the Audit Committee of the amutah.
Amendment No. 14 also includes provisions which expand the authorities of the Audit Committee (or the Audit Body of an amutah, as applicable). Such expansion includes identifying and fixing problems in the amutah’s business administration, inter alia, by consulting with the amutah’s Internal Auditor or with its accountant, and to make proposals to the Executive Board regarding ways of correcting such problems.
Additionally, added to the authorities of the Audit Committee, is the authority to examine the internal auditing system, including the Internal Auditor’s work plan, the amutah’s accountant remuneration and also to make arrangements regarding the manner of handling complaints brought by amutah employees regarding flaws in the conduct of its business and regarding the protection that will be provided to employees who complain, as aforementioned.