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Ormat Technologies, Inc. Corporate Governance Ormat’s Corporate Governance Guidelines and our Code of Business Conduct and Ethics summarize our corporate governance practices. Our company has adhered to these principles since Ormat began and formalized them in 2004 when the company registered for trading on the New York Stock Exchange (NYSE). Each document provides a framework that reflects both regulatory requirements and industry best practices. In January 2013, Ormat introduced a new Code of Business Conduct and Ethics, after a lengthy review process. The updated Code of Business Conduct was designed to align with current corporate governance best practices. Ormat established and maintains adequate internal control over financial reporting and complies with the Sarbanes-Oxley Act (SOX). Ormat has a dividend policy that is designed to distribute at least 20% of annual profits, and an equivalent amount may distributed in the form of employee bonuses. PricewaterhouseCoopers LLP, a registered global professional services firm, has independently verified the effectiveness of Ormat’s internal financial control systems. Ormat is a publicly traded company managed by an eight-member Board of Directors, four of whom are independent members. In 2012 and 2013, Ormat’s Board of Directors met a total of eight and six times respectively, to review the business affairs of the company. Key Committees of the Board of Directors include Audit, Compensation and Nominations and Corporate Governance. All of Ormat’s directors, officers and employees are responsible for familiarizing themselves with our Code of Business Conduct and Ethics and Corporate Governance Guidelines. As a condition of engagement, each individual must sign a compliance certificate affirming their intent to adhere to these standards. Ormat has appointed a Code of Ethics contact person, which is the individual serving as Secretary to the Board of Directors. Shareholders and employees are invited to participate in Ormat’s Annual General Meetings, where we review our plans, progress and operating results and provide a forum for questions from stakeholders. We also regularly host internal meetings where our employees are invited to learn more about our operations and ask questions, share concerns or provide input. Employees are also regularly informed of the tools they may use should they wish to report unethical behavior or file an anonymous complaint. Ormat provides a letterbox, a dedicated and confidential telephone line and the website www.ethicspoint.com, an online portal that provide corporate reporting management. 14 Ormat’s 16 MW Don A. Campell geothermal power plant in NV, USA started operations in 2013 2012-2013 Sustainability Report Board Committee Mandates Audit Committee • Assist the Board with Ormat’s accounting policies and internal controls, financial reporting process and legal and regulatory compliance • Open lines of communications between the Board and Ormat’s financial management, internal auditors and independent auditors • Review and discuss Ormat’s annual audited financial statements and disclosures Compensation Committee • Review and approve corporate goals and objectives relevant to CEO compensation • Evaluate CEO performance against goals and objectives, determine and approve CEO compensation and senior executive compensation • Provide recommendations to the Board for non-CEO compensation, incentive compensation plans and equity-based plans Nominating and Corporate Governance Committee • Identify and recommend suitable candidates to serve as members of Ormat’s Board of Directors • Oversee the evaluation of Board and CEO performance • Provide leadership for the ongoing evolution and continuous improvement of Ormat’s corporate governance practices Corporate documents and the charters for each committee of the Board are available on Ormat’s website at www.ormat.com/governance. 15PDF Image | Ormat Technologies
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