The Board has delegated the daily operational management of the business to the CEO, and holds him to account for his responsibilities. Business risks and opportunities are assessed primarily through the leadership of the Executive Directors (one of whom currently serves as the Group Risk and Opportunity Manager) in consultation with managers within the Group's divisions. The Board also operates through several committees: Audit, Remuneration, Nomination and Responsible Business. Executive Directors serve as directors in Group subsidiaries. The Board receives a Group-wide overview of the Group’s activities, including risks and opportunities, in the CEO’s overview in the quarterly meetings of the Board. The Board of the Group is able to validate the information that it receives from the Executive Directors via the internal auditor (as defined under Israeli law) and the external auditors' audit of the annual and interim reports. BATM’s corporate governance structure is shown in the diagram below.

During 2024, the Board consisted of the Chairman, two Executive Directors (Moti Nagar, CEO, and Ran Noy, CFO) and four Non-executive Directors, with the appointment of Shmuel Ben Zvi as a fifth Non-executive Director occurring in December 2024. Two of the Non-executive Directors are defined as ‘external directors’ under Israeli law. All the Directors bring a broad and valuable range of skills and experience to the Group (their biographical details are set out on pages 25 to 28). The division of responsibilities between the Chairman, CEO and other Directors is clearly established, and no individual has unrestricted powers of decision.

he Israeli Companies Law, which applies to the Company, sets out and defines the responsibilities and duties of, and areas of decision for, the Board. These include preparation and approval of financial statements; distributions (dividends and buy-backs); long-term objectives and commercial strategy; appointment, removal and compensation of senior management; major investments; risk management; corporate governance; engagement of professional advisers; political donations; internal control arrangements; and additional responsibilities and duties as defined in the Israeli Companies Law and the Company’s Articles of Association. The ultimate responsibility for reviewing and approving the annual report and financial statements, and for ensuring that they present a balanced assessment of the Company’s position, lies with the Board. These provisions have been fully complied with. 

In compliance with Israeli company legislation, the Board meets at least four times a year in formal session. Prior to each meeting, the Board is furnished with information in a form and quality appropriate for it to discharge its duties concerning the state of the business and performance. The Chairman met with Non-executive Directors, without the Executive Directors present, during the year.

(1) The Chairman and/or Executive Directors attend parts of certain meetings of the Audit and Remuneration Committees at the request of the Committee or when the Committee Chair decides that they are required for the presentation of certain subjects.
(2) Appointed to the Board on 19 December 2024.

The responsibilities of the Chairman, CEO and other Directors are clearly set out and defined under Israeli Companies Law and the Company's Articles of Association, with no individual having unrestricted powers of decision.

The Chairman is responsible for the leadership of the Board, while the responsibility for the day-to-day management of the Group has been delegated to the CEO. The CEO is supported by the executive management team, which is responsible for making and implementing operational decisions and for making recommendations to the Board.

Mr. Locker, Prof. Shalev and Dr. Shafferman qualify as "Independent Directors" as this term is defined in the Israeli Companies Law. The Board considers that the aforementioned directors in addition to Dr. Gideon Chitayat and Dr. Shmuel Ben Zvi are independent in accordance with the UK Corporate Governance Code, being independent in character and judgment. The interests of the Directors in the Company and their shareholdings are set out on page 55.

All directors are subject to annual re-election by shareholders at the Annual General Meeting, except the external directors – being Harel Locker and Prof. Varda Shalev – who, in accordance with Israeli law, cannot be subject to annual re-election (but the law does allow for their removal from office if certain conditions are met). External directors under Israeli law are appointed for a minimum of one three-year term, which may be extended by the Company (subject to shareholder approval) for no more than two additional terms of three years each.

The Group operates open and inclusive hiring and staff management practices, and encourages employment of people drawn from a wide range of socioeconomic backgrounds. At present, it does not have a formal diversity policy due to the requirements of the Israeli Law of Equal Opportunity at Work (1988) (see ‘Diversity, Equality & Inclusion’ on page 15). However, it appreciates its importance and intends to explore the ability to produce a policy that complies with Israeli law. The Board evaluates and reviews its structure, size and composition on a continual basis, including its balance of skills, knowledge, experience and diversity, while factoring in the Group’s strategy, risk appetite and future development.

Regarding Board composition, the Company is subject to the mandatory provisions of the Israeli Corporation Law, which sets rules regarding board diversity. According to section 239(d) of the law, if at the time of appointing an external director all the current directors are of the same gender, the appointed director should be of the other gender. The Company complies with this provision. Regarding a senior position being held by a woman, it is intended that Prof. Varda Shalev will assume the role of Senior Independent Director following Mr. Locker completing his third three-year term of as an External Director during 2025. Regarding a member of the board being from a minority ethnic background, inquiries regarding a person's ethnic background or references thereto are considered inappropriate in the Israeli culture and may also be considered inconsistent with law or regulation. As a company incorporated in Israel, BATM is subject to the Israeli Law of Equal Opportunity at Work (1988), which forbids discrimination on the basis of (among others) race, nationality, state of origin and gender, including in hiring job candidates. The law states that if an employer asks an employee or candidate for such details, it will be assumed that the employer has violated the non-discrimination provision. The Group operates in compliance with this law.

As at 31 December 2024, gender representation on BATM’s board and executive management team was as shown in the table below.

The Board’s members have a wide breadth of experience in areas relating to the Company’s activities, including in leadership, management, business development, technology (especially in the bio-medical and diagnostics areas), finance, entrepreneurship and risk management. All of the Directors are of a high calibre and standing. The Board is of the opinion that each of its members has the skills, knowledge, aptitude and experience to perform the functions required of a director of a listed company and that the Board is comprised of a good balance of Executive and Non-executive Directors to ensure it performs its duties effectively. Further biographical details can be found on pages 25 to 28.

The Nomination Committee is responsible for succession planning and conducting the process to appoint new Board members. However, ultimately, the appointment of any new Director is a matter for the shareholders at a general meeting.

Non-executive Directors are advised on appointment of the time required to fulfil their role. The Company’s two External Directors, as defined under Israeli law, being Harel Locker and Varda Shalev, have significant additional appointments, which is customary in Israel owing to the fixed nature of remuneration and tenure of External Directors. In addition, the Board considers their broader involvement in the business community to be of benefit to BATM and it is satisfied that the Chairman and each of the Non-executive Directors, including the External Directors, are able to devote sufficient time to the Company’s business.

During the year, the Board undertook an internal evaluation of its own performance and that of its committees and individual Directors. Individual evaluation aims to show whether each Director continues to contribute effectively and to demonstrate commitment to the role (including commitment of time for Board and committee meetings and other duties).

The induction of newly elected Directors into office is the responsibility of the Chairman of the Board. The new Directors meet with senior members of management who present the Company and its activities, and receive a guided tour of the Company’s corporate headquarters.

Prior to each Board meeting, the Directors are furnished with information in a form and quality appropriate for them to discharge their duties concerning the state of the business and performance. The Directors periodically receive a detailed operating report on the performance of the Company in the relevant period, including a consolidated statement of financial position. A fuller report on the trading and quarterly results of the Company is provided at every quarterly Board meeting. Once per year, a budget is discussed and approved by the Board for the following year. All Directors are properly briefed on issues arising at Board meetings and any further information requested by a director is always made available.

The Company Secretary, Yair Livneh, is present at every Board meeting and Board committee meeting. All of the Directors have access to Mr. Livneh’s services. In accordance with the Israeli Companies Law, in special cases the Directors may take independent professional advice at the Company’s expense in furtherance of their duties, if the Company’s cover of the costs is approved by the Board or by a court of law.

The Board has appointed an Audit Committee, a Remuneration Committee and a Nomination Committee to deal with specific aspects of the Company’s affairs and ensures that each such committee is fully constituted and operates as required under the Israeli Companies Law. In addition, the Board has appointed a Responsible Business Committee to deal with social, environmental, health and safety practices, diversity and similar matters with respect to the way the Company conducts itself. The composition of the aforementioned committees and an overview of their activities are as detailed below.

Audit Committee
Members: Harel Locker (Chair), Prof. Varda Shalev and Dr. Avigdor Shafferman

The Audit Committee meets at least four times a year. The membership of the Audit Committee consists of independent Non-executive Directors. The Board has considered the requirements of the UK Corporate Governance Code with respect to the composition of audit committees and is satisfied that all members of the Audit Committee have recent and relevant financial experience and that the Committee as a whole has competence relevant to the sectors in which the Group operates.

The Audit Committee has been delegated responsibility for ensuring the financial performance of the Company is properly reported on and reviewed and for the monitoring of the external auditor, the internal auditor and oversight of internal controls. Further details on the Audit Committee’s responsibilities and main activities are set out in the Audit Committee Report on pages 36 to 38.

Remuneration Committee
Members: Prof. Varda Shalev (Chair), Harel Locker and Dr. Avigdor Shafferman

The Remuneration Committee has responsibility for making recommendations to the Board on the Company’s policy on staff remuneration and is authorised to decide whether to approve remuneration of Office Holders (as designated under Israeli Companies Law), including the Chairman of the Company and Executive Directors (including pension rights and any compensation payments). The membership of the Remuneration Committee consists of independent Non-executive Directors.

Further details on the Remuneration Committee’s responsibilities and activities can be found in the Remuneration Committee Report on pages 39 to 40 (within the Directors’ Remuneration Report). Information on the Company’s policy regarding the setting of Directors’ remuneration, together with the remuneration of Directors, is set out in the Directors’ Remuneration Report on pages 39 to 57. The Company’s current remuneration policy as recommended by the Remuneration Committee was approved at the Annual General Meeting of the Company on 19 December 2024. The remuneration policy is more fully explained in the Directors’ Remuneration Report.

Nomination Committee
Members: Dr. Gideon Chitayat (Chair), Prof. Varda Shalev, Harel Locker and Dr. Avigdor Shafferman

The membership of the Nomination Committee consists of independent Non-executive Directors. In line with the Committee's terms of reference, the Chairman of the Board acts as chair of the Committee. During the year, the Nomination Committee met on three occasions where it discussed, and recommended to the Board, the appointment of a new Non-executive Director.

The Nomination Committee is specifically tasked with assessing the process utilised by the Company in relation to Board appointments and in monitoring diversity during the recruitment process and in the context of the resulting appointment made. During the process, the Nomination Committee considers the role and capabilities required for a particular appointment, with consideration given to the balance of skills, experience, independence and knowledge on the Board. Board appointments are made on merit, having due regard, amongst other things, to the benefits of diversity on the Board. The Nomination Committee considers the skills, experience and expertise of a potential candidate against the needs of the Company, and presents its recommendations to the Board.

Responsible Business Committee
Members: Dr. Gideon Chitayat (Chair), Moti Nagar, Harel Locker, Prof. Varda Shalev and Dr. Avigdor Shafferman

The primary role of the Responsible Business Committee is to assist the Board in:

• understanding the views of key stakeholders in the Company;
• understanding the Company’s impact on community and environment;
• as sessing and monitoring climate-related risks and opportunities; and
• ensuring that the Board is aware of the processes used by the Company in engaging with its key stakeholders.

The interests of the Company's key stakeholders, as well as the likely consequences of any decisions in the long term, the interests of the Company's employees, the need to foster the Company's business relationships with suppliers, customers and others, the impact of the Company's operations on the community and the environment, the desirability of the Company maintaining a reputation for high standards of business conduct, and the need to act fairly between members of the Company, have been considered in Board discussions and decision-making through discussions in the Responsible Business Committee; through the participation of external and independent directors who bring external perspectives to the Board discussions; through the incorporation of environmental aspects into the Group's Risks and Opportunities Management Framework; and through the Company's general risk management system, which includes management of risks related to employees, suppliers, customers and reputation.

The duties of the Responsible Business Committee pursuant to its terms of reference are:

• to assess and monitor culture to ensure alignment with the Company’s purpose, values and strategy;
• to be responsible for interaction and engagement with the workforce on behalf of the Board, as and when relevant;
• to oversee, monitor and help generate the Company’s health and safety systems and practices; and
• to help the Board understand the impact of the Company’s operations on the community and environment.

The Responsible Business Committee met on four occasions during the year where it discussed the disclosure recommendations of the former Taskforce on Climate-related Financial Disclosures, the Group’s management development programme and the Israeli Securities Authority's report on audit regarding disclosure and reporting of environmental risks in public companies.

Communication with shareholders is given high priority. The half-yearly and annual results are intended to give a detailed review of the business and developments, and are available on the Company’s website to all shareholders. Printed copies of the full Annual Report are made available on request. The Company solicits regular dialogue with institutional shareholders (other than during closed periods) to understand shareholders views. The Board also uses the Annual General Meeting to communicate with all shareholders and welcomes their participation. Directors are available to meet with shareholders at appropriate times. The Company is committed to having a constructive engagement with its shareholders. During 2024, the CEO and CFO attended over:

• 19 scheduled meetings with UK-based investors (including three group meetings/presentations); and
• 19 scheduled meetings with Israel-based investors 

The Chairman of the Board (as well as the CEO, CFO and a Non-executive Director) attended the Annual General Meeting. He also met with certain significant shareholders during the year without the Executive Directors present.

As of 31 December 2024, to the best of the Company’s knowledge, the following persons or entities had a significant holding of BATM ordinary shares:

• Lombard Odier Investment Managers – 29.77%
• Dr. Zvi Marom, Non-executive Director and founder – 22.17%
• Hargreaves Lansdown – 4.35%
• Herald Investment Management – 4.21%
• C anaccord Genuity Wealth Management – 3.63%

The Board also works to ensure that within the Group there exists a culture that is free from discrimination and harassment in any form. The Board ensures that the Company complies with Israeli legislation known as the Israeli Equal Rights for People with Disabilities Law, 5748-1988 to ensure that appropriate consideration is given to employees with disabilities. The Company is also in full compliance with Israeli legislation known as the Law of Equal Opportunity at Work, 1988, which requires an employer not to discriminate amongst employees on account of sex, sexual tendencies, personal status and various other forms of discrimination. 

During the year, the Group initiated a series of roundtable discussions where groups of employees (with each group consisting of c. 12 employees) engaged directly with the CEO and the VP of HR. These sessions, held across different locations, provided an open forum for employees to voice their thoughts, contribute ideas and discuss business challenges and opportunities. In addition, the Board received a presentation from the VP of HR regarding a management development programme.

Throughout 2024, the Company complied with procedures in place for ensuring that the Board’s powers to authorise conflict situations operated effectively and this has also been considered at a committee level where appropriate. During 2024, no conflicts arose that required the Board to exercise authority or discretion in relation to such conflicts.

The 2024 Annual General Meeting (“AGM”) was held on Thursday 19 December 2024. The results of voting were published via the Regulatory News Service and on the Company’s website at www.batm.com. The Chairman, CEO, CFO and a Non-executive Director attended the AGM in person.

At the 2024 AGM, the resolution to appoint Dr. Shmuel Ben Zvi (resolution 10) as a Non-executive Director was passed with a majority of 66.60%. As a result, and in accordance with provision 4 of the UK Corporate Governance Code, the Company has subsequently engaged with those shareholders who voted against the resolution. The votes against included those of a significant shareholder – excluding which, the resolution would have passed with a majority of 97.91%. Accordingly, the views of the individual shareholder are not representative of the Company’s shareholder base as a whole. The Company understands that the individual shareholder voted against resolution 10 on the basis that they believe the Board would benefit from the addition of a director with knowledge and experience in the networking and encryption markets. The Company explained that they believe Dr. Ben Zvi was the best candidate overall based on his other attributes. The Board takes multiple factors into consideration when assessing prospective candidates, including their experience in industries relevant to the Group’s activities, and will continue to do so.

Shareholders can find information on how the Company has applied the principles of the 2018 UK Corporate Governance Code (the "Code") published by the Financial Reporting Council (“FRC”), a copy of which is available from the FRC’s website at https://www.frc.org.uk.

Details of how the principles of the Code have been applied can be found throughout the Corporate Governance section and the Strategic Report.