Our Board of Directors has established an Audit Committee and a Compensation Committee.

The Audit Committee members are Guy Vaadia, and our two outside directors Vered Levi-Ron and David Assia each of which is an independent director under the respective requirements of the Securities and Exchange Commission and NASDAQ. The Audit Committee's duties include providing assistance to the Board of Directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions, by approving the services performed by our independent accountants and by reviewing their reports regarding our accounting practices and systems of internal accounting controls. The Audit Committee also oversees the audit efforts of our independent accountants and takes action that it deems necessary to satisfy itself that the accountants are independent of management. Under the Companies Law, the Audit Committee is also required to monitor deficiencies in company administration, including consults with an internal auditor and the review and approval of related party transactions.

The Compensation Committee members are Gilad Ramot, Alexander Milner and David Assia, who is an outside director, as required by Israeli law. The Compensation Committee's duties include making recommendations to the Board of Directors regarding the issuance of employee share options under our share option and benefit plans, the determination of salaries and bonuses for our executive officers and incentive compensation for our other employees.

The RRsat Code of Business Ethics and Conduct