Governance

Our Approach

Our governance is aligned with our strategy and goals and facilitates risk management for short- and long-term value creation, continual growth and prosperity.

ICL’s governance structure and committed leadership support the development of a cohesive ESG strategy and the integration of ESG practices across our Company.

ICL’s governance approach starts at the top. Our Board and leadership team are fully committed to conducting our business in accordance with the sustainable development guidelines. We integrate ESG considerations into all our business activities.

Corporate Governance Highlights

A strong corporate governance framework ensures the interests of our stakeholders are at the center of every decision we make. Our practices not only meet the requirements of regulatory authorities, but also stand up to the highest ethical standards. The Board of Directors oversees the management of ICL’s business. Our governance systems include policies and processes that define the roles and responsibilities of our Board, along with the Senior Management team. The Board oversees prudent management of ICL’s business and is responsible for setting ICL’s overall strategic direction, including on sustainability, climate and ESG related matters, and for their oversight. Highlights of those practices and policies are presented below.

BOARD OF DIRECTORS ELECTIONS At each annual meeting of shareholders of ICL, each director, who is not an ‘external director’ under Israeli law, is elected to hold office for a one-year term expiring at the next annual meeting of shareholders of ICL.
EXTERNAL & INDEPENDENT DIRECTORS As an Israeli publicly traded company, we are required by the Israeli Companies Law, 1999 (the “Companies Law”), to have at least two external directors serving on our board of directors. Such external directors must be completely independent, unaffiliated with the Company or the controlling shareholder. External directors are elected, by law, for a period of three consecutive years, to preserve their complete independence. In addition, 5 of our other directors (who are not external directors) are independent under the Companies Law or the NYSE rules. In total, 7 of our directors are independent. All the members of our Audit & Accounting, and HR & Compensation Committees are independent under the Companies Law and the NYSE rules.
% OF INDEPENDENT DIRECTORS as of today, 7 out of 11 of our directors (64%) are independent.
BOARD GENDER DIVERSITY as of today, our board of directors includes 36% female representation (4 out of 11).
ANNUAL BOARD OF DIRECTORS EVALUATIONS Annual self-evaluations are conducted by our Board of Directors. Such evaluation process was created together with an external expert consultant. The process also examines the effectiveness of the board’s work.
NEW DIRECTORS ON-BOARDING & DIRECTORS’ TRAININGS The Company has a tailored, robust onboarding program for new directors, aimed to familiarize the new directors with key topics. The program is formalized and tailored with consideration of the unique backgrounds, experiences and expected committee responsibilities of each new director.
CLIMATE, SUSTAINABILITY & COMMUNITY ENGAGEMENT We are dedicated to protecting our employees, the environment, and the communities in which we operate. These activities are governed by our Climate, Sustainability & Community Relations committee (the “CSC Committee”). Our CSC Committee, chaired by Dr. Miriam Haran, a seasoned environmental expert, oversees ICL’s: (1) climate, sustainability, safety, environment, and water management related risks and opportunities, targets, policies, and programs; (2) community outreach programs, public relations & advocacy, and (3) diversity and inclusion practices in the Company.

Performance	2022*	As of today
Total Number of Directors	12	11
Number of Non-Executive Directors on Board	11	10
Number of External Directors (NYSE Rules)	7	7
Number of Independent Directors (Israeli Law)	5	5
Separate Chair and CEO	Yes	Yes
Annual Board Evaluation Process	Yes	Yes
Average Election of Directors	Yes**	Yes**
Average Age of Directors	59	57
Average Directors Tenure	6***	6***
Women Board Members	33%	36%

*Information presented as of December 31, 2022

**Except for External Directors whom by virue of Israeli Law are elected for periods of 3 years

***Dr. Miriam Haran previously served as an external director of ICL between 2012-2018

Executive Compensation

The design and philosophy of our executive compensation program closely links financial performance and strategy execution resulting in awards, supporting our efforts to attract, motivate and retain the brightest talent with skills across a diverse range of capabilities. An emphasis on long-term incentives (equity-based compensation) focuses our executives on long-term success and aligns compensation with shareholders’ interests. The compensation structure is designed to support the delivery of financial performance, while demonstrating a strong commitment to operating safely, reliably and in a manner that is proactively consistent with our Environmental, Social and Governance (ESG) commitments.

ICL’s compensation framework is based on a pay-for-performance philosophy, with the majority of the compensation being at-risk. In 2022, 77% of our CEO’s compensation was variable, and 70% of the top-5 highest earning executive officers’ compensation was variable.

Commencing in 2021, our HR & Compensation Committee and Board of Directors determined to include ESG performance targets as part of the annual short term incentive plan of all executive officers, to reflect our commitment to create impactful solutions for humanity’s greatest sustainability challenges. Accordingly, for the years 2022 and 2023, our HR & Compensation Committee and Board of Directors set annual key performance indicators (“KPIs”) for our executive management, that incorporate improvement of specific ESG targets, including: health & safety performance (IR improvement targets), environmental performance (water savings, waste reduction, greenhouse gas (“GHG”) emissions reduction targets, aimed to eventually achieve science based targets, as further detailed in “Item 4 – Information On The Company – B. Business Overview – Task Force on Climate-related Financial Disclosures (TCFD)” of the 2022 Annual Report), suppliers sustainability performance (related to TfS/Ecovadis assessments), climate-change and climate related disclosures and rankings, diversity and gender equality improvement targets, energy efficiency, green products, product carbon footprints calculations, and more.

For further details regarding our Corporate Governance Practices, including with respect to our board’s composition and executive compensation – see pages 17 – 25 to our Notice of 2023 Annual General Meeting of Shareholders, dated March 27, 2023 and “Item 6 – Directors, Senior Management and Employees” of ICL’s 2022 Annual Report.

For information about ESG related executive pay incentives please see Vision & Commitments

Sustainability Reporting Disclosures:

Disclosure: 103-2

Disclosure: 2-9

Governance

Our Approach

Corporate Governance Highlights

Executive Compensation

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