AMPAL-AMERICAN ISRAEL CORPORATION

EMPLOYEE COMPLAINT PROCEDURES

FOR ACCOUNTING AND AUDIT MATTERS

Any employee of Ampal-American Israel Corporation (collectively, the "Company") or it subsidiaries may submit a good faith complaint regarding accounting or auditing matters to the Company without fear of dismissal or retaliation of any kind.  The Company is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices.  The Company's Audit Committee (the "Audit Committee") will oversee treatment of employee concerns in this area.

In order to facilitate the reporting of employee complaints, the Audit Committee has established the following procedures for (1) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters ("Accounting Matters") and (2) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Receipt of Employee Complaints

  •         Employees with concerns regarding Accounting Matters may report their concerns to the Chairman of the Audit Committee.
  •         Employees may forward complaints on a confidential or anonymous basis to the Chairman of the Audit Committee through regular mail to the following address:

    Chairman of the Audit Committee
    c/o Ampal-American Israel Corporation
    10 Abba Eban St.          
    Ackerstein Tower C, 9th Floor          
    P.O.Box 12215           
    Herzliya 46733           
    Israel

Scope of Matters Covered by These Procedures

These procedures relate to employee complaints relating to any questionable accounting or auditing matters, including, without limitation, the following: 
  •        fraud or deliberate error in the preparation, evaluation, review or audit of any financial statements of the Company;
  •        fraud or deliberate error in the recording and maintaining of financial records of the Company;
  •        deficiencies in or noncompliance with the Company's internal accounting controls;
  •        misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
  •        deviation from full and fair reporting of the Company's financial condition.

Treatment of Complaints

  •        Upon receipt of a complaint, the Chairman of the Audit Committee will (i) determine whether the complaint actually pertains to Accounting Matters and (ii) when possible, acknowledge receipt of the complaint to the sender.
  •        The Audit Committee will be provided a copy of all complaints pertaining to Accounting Matters and such complaints will be reviewed under Audit Committee direction and oversight by such other persons as the Audit Committee determines to be appropriate.  The Audit Committee reserves the right, in its sole discretion, to take over the investigation of any complaint.  Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
  •        Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.
  •        The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding Accounting Matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.

Reporting and Retention of Complaints and Investigations

  •        The Chairman of the Audit Committee will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for the Audit Committee.  Copies of complaints and such log will be maintained in accordance with the Company's document retention policy.

 
 

 
   
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