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Israel Securities Authority May 27, 2010 Mr. Yuval Steinitz Mr. Moshe Gafni, MK Minister of Finance Chairman of the Knesset Finance Committee Ministry of Finance The Knesset Dear Sirs, Re: Report on the Activities of the Israel Securities Authority In accordance with Section 14 of the Securities Law of 1968, I respectfully submit this report on the activities of the Israel Securities Authority (hereinafter – the “ISA") for 2009. The ISA's main challenge in 2009 was addressing the local effects of the global financial crisis which broke out in the summer of 2008. To this end, the ISA set itself two main goals: First - improving the performance of the off-bank credit market, which was the main focus of attention during the crisis. Second - to preserve public confidence in the capital market by increasing both transparency and enforcement. Below are details regarding the ISA's activities addressing the crisis, its ongoing activities, and goals for the coming year. Ongoing activities: Highlights of ongoing capital market activity in the past year - Corporate finance - In 2009, the business sector raised NIS 2.4 billion in shares and convertible securities, of which NIS 2.3 billion were raised locally. These figures compare with NIS 3.1 billion raised in 2008. In addition, the business sector raised NIS 29 billion through the issue of bonds, as compared with NIS 16.5 billion in the previous year. Furthermore, the business sector raised NIS 970 million through the exercise of warrants, as compared with NIS 1.1 billion in the previous year. In total, the business sector raised NIS 32.7 billion in 2009, of which NIS 32.5 billion were raised locally, as compared with NIS 20.8 billion raised in 2008 (all locally). In 2009, the Government raised NIS 69 billion (gross) through the issue of bonds, as compared with NIS 53 billion in 2008. Mutual funds - The number of active mutual funds reached 1202 this year, with assets under management valued at NIS 133.2 billion, compared with 1185 funds managing assets of NIS 98.1 billion in 2008. During the year, 13 applications to hold the means of control in a fund manager were received, as well as eight applications to act as fund manager. Investment advisors and portfolio managers - In 2009, the ISA conducted 7323 individual investment advice and portfolio management licensing examinations, compared with 8957 examinations in 2008. Off-bank credit market: At the start of the financial crisis, the ISA established an internal work group to assess the insolvency rate of corporations which have raised debt from the public. According to prior estimates, it seemed that a significant part of the total debt in circulation may turn out to be bad debt which will not be repaid (in early 2009, the ISA estimated that the bad debt rate would be about 11% of the total debt in circulation). The ISA established a mechanism to simplify debt settlement procedures for reporting corporations, by providing a series of regulatory allowances. The bad debt forecasts did indeed materialize, and 48 corporations initiated debt settlement negotiations with their bondholders in 2009. The mechanism formulated and proposed by the ISA guaranteed that companies would be able to negotiate with bondholder representatives in such a manner as to allow fair recycling arrangements, while upholding bondholder rights as far as possible. In addition, a series of regulations went into effect in 2009, including new disclosure requirements aimed at increasing transparency in the off-bank credit sector, and providing bondholders with ongoing control over collateral and debt. Among other requirements, as of 2009, companies showing the warning signs defined in the regulations are required to publish cash flow reports for the next two years in order to present investors with a clear picture of their liabilities, and the manner in which they expect to meet those liabilities. Under the new disclosure requirement, companies may choose between either disclosing the above report or providing a board of directors' statement that the company will meet all its liabilities as planned. During the crisis, these reports have become a leading tool for investors to assess the condition of various companies and the latter’s ability to repay their debt. Furthermore, the ISA aims to improve the performance of bond trustees, so as to assure increased protection of bondholder rights. The ISA has increased enforcement for trustees, in order to make sure that they fulfill their lawful duties. In addition, the ISA has formulated a legislative amendment aimed at increasing trustee liability, while accordingly providing trustees with additional tools and powers. Work on this amendment is ongoing, and it is expected to be enacted in 2010. Finally, the ISA formulated a legislative amendment designed to improve the performance of reporting companies which raise debt from the public ("Bond Companies"), by increasing their requirements for implementing corporate governance codes. Work is also ongoing on this amendment, and is expected to be completed during the year. Enforcement: As aforesaid, preserving public confidence in the capital market was top priority for the ISA in 2009. This goal was achieved by enforcing statutory requirements on ISA-supervised entities. In this regard, the ISA exercised its powers by law, while acting to increase the enforcement tools at its disposal (additional details below). In civil enforcement, the ISA carried out, inter alia, audits for corporations classified as high-risk during the crisis. These include, inter alia, real estate companies and companies which may have broad effects on the local market. The ISA also exercised its power by law to impose monetary sanctions for certain violations of the Securities Law. During 2009, monetary sanctions were imposed on 23 corporations and two underwriters. In addition, the ISA conducted dozens of audits of mutual fund managers, trustees, portfolio management companies and investment advisors employed by banking corporations. Civil fines were imposed on ten fund managers, 15 portfolio management companies, and two investment advisors, who violated various statutory provisions. Monetary sanctions were also imposed on four portfolio management companies where violations of the Prohibition on Money Laundering Law were found. Enforcement also included the dismissal of a fund manager officer, transfer of fund management to another manager, suspending a license holder's license after his being indicted for severe violations of the Securities Law and revoking a company's portfolio management license as the license was given following false representations made to the ISA and following the violation of one of the license conditions. Regarding criminal enforcement, in 2009 the ISA submitted to the Securities Department at the Tel Aviv District Attorney's Office (Taxation and Economics) 26 cases after completing its investigations. At the end of the reporting year, the Investigations Department has 12 pending cases, where investigation is still ongoing. Investigations handled by the Investigations Department pertained to violations in the approval and disclosure of controlling shareholder transactions, fraudulent trading and use of inside information. In addition, an unprecedented bribery investigation has been completed. In the past year, the District Attorney's Office Securities Department filed eight indictments based on investigations submitted by the ISA. Three of these investigations concerned charges of fraudulently influencing securities prices, while the rest concerned charges of deceitful obtaining under aggravating circumstances and various reporting violations. This year, seven verdicts were issued by courts of first instance, and eight by courts of criminal appeals, of which one was issued by the Supreme Court. This year, the ISA continued to implement its policy to increase deterrence by streamlining violation investigation processes. This policy calls for shorter response times from the time the violation is uncovered and until the ISA takes action, in both civil and criminal investigations. The international scene: In 2009, financial markets and regulators around the world coped with the global economic crisis. Discussions on the effects of the crisis climaxed at the annual convention of the International Organization of Securities Commissions (IOSCO), which was held this year in Tel Aviv. The organization and hosting of this conference in Israel was the main international project led by the ISA in 2009. It coincided with the ISA's key goal in this respect - positioning the ISA internationally as a leading securities authority. The conference in Israel was the first opportunity for leading figures from securities authorities around the world to meet and discuss the ramifications of the international financial crisis. The IOSCO 2009 conference and the public convention which followed it were centers for discussion and decision-making regarding the joint efforts of the various authorities in coping with the crisis. Inter alia, the conference hosted discussions on the lessons learned from the economic crisis, improving the function of securities authorities in an ever-changing environment, the effects of the global economic crisis on emerging economies, as well as corporate governance and risk management. The conference attracted leading and influential figures from the international financial scene to Israel, and provided an unprecedented opportunity to showcase the positive aspects of the Israeli economy and the
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