Board of Directors & Leadership Team

ICL’s Board of Directors and Leadership Team are listed on ICL’s website. In addition to its legal responsibilities, ICL’s policy requires its Board of Directors to be involved in certain elements of the Company’s (and its subsidiaries) operations, including investments that exceed a specified level, certain financial undertakings, corporate and organizational changes, mergers and acquisitions. \

Board of Directors- 2021 composition

	Under 30	30-50	Over 50
Women	0%	0%	27%
Men	0%	9%	64%

The current members of ICL’s Board of Directors and Leadership Team are listed on ICL’s website.

The Company has adopted an outline for institutionalizing and improving the structure and composition of its Board of Directors. This effort reflects the Company’s ambition to maintain a diverse board of directors, represented in diverse backgrounds, expanding skillsets and experience. This ambition is encompassed by a wide range of skills, special expertise and high-level managerial experience in global complex organization; strategy setting; working with emerging markets; experience in corporate governance, risk management, regulation, environment and gender diversity.

In addition, the Company is striving for a Board of Directors that will be comprised of professionals with the following characteristics: industry experts; corporate governance expertise; environmental, biodiversity and climate expertise; logistics and operational expertise; safety expertise, etc.

Accordingly, the Company strives to integrate within its board, directors with expertise in such areas, whether with new appointments or upon replacement of a director’s vacant position. The aforementioned outline also includes guiding principles for the appointment of external directors in the Company.

The Company’s Chairman of the Board and the Company’s President & CEO have distinct responsibilities and the positions are held by separate individuals. There are no family relationships between any members of ICL’s executive management and its directors.

The Company does not have contracts with its current directors, excluding the Executive Chairman. Directors are elected each year at the Annual General Meeting (except external directors, whose terms are set by law).

Board & Governance Information
Total Number of Directors	11
Number of Non-Executive Directors on Board	10
*Number of External Directors	2
**Number of Independent Directors	5
Separate Chair and CEO	Yes
Board Meetings Held in 2021	18
Renewal & Diversity
Annual Election of Directors	Yes
Average Age of Directors	59.5
Women Board Members	27%

* The definition of “external directors” is pursuant to Israel’s Companies Law, 5759-1999 (the “Companies Law”).

** Six directors are independent under the rules applicable to U.S companies listed on the NYSE. Five are independent according to Israeli regulations.

The Company has a tailored and robust onboarding program for new directors, aimed to familiarize the new directors with key topics, ranging from the board’s structure, governance and responsibilities, the Company’s organizational structure, strategic objectives and key performance indicators (KPIs), business environment and market overview, financial reporting, legal proceedings, etc. The program is formalized and tailored to take into account the unique backgrounds, experiences and expected committee responsibilities of each new director. The program includes educating on the Company’s public disclosures, including its website, regulatory filings and governance documents, investor presentations, annual and long-term budget materials, etc. The Company schedules meetings for the new directors with other directors, key executives and business leaders to gain business insights about the Company, and the culture of the board and how it operates. Additional onboarding activities (such as site visits) are calendared throughout the year to foster an ongoing onboarding program.

The board operates according to annual and long-term plans, which include trainings on various issues, for example: climate change, sustainability, governance, compliance, HR, etc.

Mr. Yoav Doppelt, joined ICL’s Board in December of 2018, and as of July 2019 serves as the Company’s Executive Chairman of the Board of Directors.

Mr. Raviv Zoller serves as ICL’s President & CEO as of May 2018.

Board Committees & Personnel

Each committee of the Board operates in accordance with a written charter that sets forth the committee’s structure, operations, membership requirements, responsibilities and authority to engage advisors.

	Number of meetings in 2021	Average Attendance
Board of Directors	18	94%
Audit & Accounting Committee	10	97%
HR & Compensation Committee	7	100%
Financing Committee	3	80%
Operations Committee	2	83%
Safety, Environment, Climate, Diversity, Inclusion and Public Affairs Committee	3	100%

For more details on ICL’s Board see ICL’s 2021 Annual Report and Articles of Association.

Environment, Social and Governance (ESG) Management Practices

As a leading global manufacturing company, ESG is a material issue for ICL. To meet the expectations of its diverse stakeholders, ICL aspires for best practices in the management of all ESG fields.

Each Board meeting begins with a sustainability, safety, quality and environmental update. In addition, throughout the year the Board also discusses detailed cases of environmental issues in detail, including climate-change risks and opportunities, employee safety, corporate responsibility, governance, diversity and sustainability.

This Corporate Responsibility (ESG) Report, approved by the Board of Directors, outlines the Company’s guidelines for ESG management practice and documents the Company’s continued progress in in this category.

ICL Statement on Board Gender Diversity

ICL emphasis the importance of gender diversity and adequate representation within its Board of Directors. Accordingly, the Company improved the gender diversity in the Board during the past few years. As evidence, the Company set specific targets regarding women in senior management and signed statement of support for the UN’s Women’s Empowerment Principles.

5.5

Ensure women’s full and effective participation and equal opportunities for leadership at all levels of decision-making in political, economic and public life.

ICL Leadership Team

ICL thrives on the excellence of its employees and managers. ICL’s leadership team benefits from diverse people and backgrounds. Each has unique expertise and experience.

ICL's leadership team has 30% women as part of the team.

Raviv Zoller Nominated as the Chairman of the IFA Sustainability Committee

International Fertilizer Association (IFA), is the largest global fertilizer association with memberships of over 400 entities. IFA’s membership encompasses companies across the fertilizer value chain from producers through traders and distributors and service providers to advisors, research organizations and NGOs.

ICL’s President & CEO, Mr. Raviv Zoller, was appointed as a member of the board of IFA. Mr. Zoller is the new representative of the West Asia region and was elected as Chairman of IFA’s Sustainability Committee.

In collaboration with IFA, ICL is committed to promoting sustainable and responsible production, distribution, and use of plant nutrients, to create a positive impact for the future.

Sustainability Reporting Disclosures:

Disclosure: 102-18

Disclosure: 102-23

Disclosure: 102-32