{"url_path":"/sec/rdcm/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-03-31","source_url":"https://www.sec.gov/Archives/edgar/data/1016838/0001213900-26-036862-index.html","accession_number":"0001213900-26-036862","cik":"0001016838","ticker":"RDCM","issuer_name":"RADCOM LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1016838/0001213900-26-036862-index.html","primary_entity_key":"0001016838","primary_entity_name":"RADCOM LTD"},"word_count":1626,"has_tables":true,"body_markdown":"**ITEM\n16G. CORPORATE GOVERNANCE**\n\n \n\nWe\nare a foreign private issuer whose Ordinary Shares are listed on the Nasdaq. As such, we are required to comply with U.S. federal\nsecurities laws, including the Sarbanes-Oxley Act, and the Nasdaq Listing Rules, including the Nasdaq’s corporate governance requirements.\nThe Nasdaq Listing Rules provide that foreign private issuers may follow their home country practice in lieu of certain qualitative listing\nrequirements subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal securities\nlaws, so long as the foreign issuer submits to Nasdaq in advance a written statement from an independent counsel in such issuer’s\nhome country certifying that the issuer’s practices are not prohibited by the home country’s laws and discloses that it does\nnot follow such listing requirement and describes the home country practice followed in its reports filed with the SEC. In addition,\na foreign private issuer must disclose in its annual reports filed with the SEC each such requirement that it does not follow and describe\nthe home country practice followed by the issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the\nsame protection as provided under Nasdaq’s corporate governance rules.\n\n \n\nIn\naccordance with Israeli law and practice and subject to the exemption set forth in Rule 5615 of the Nasdaq Listing Rules, we have\nelected to follow the provisions of the Israeli Companies Law, rather than the Nasdaq Listing Rules, with respect to the following requirements:\n\n \n\n \n●\nDistribution of periodic\nreports to shareholders; proxy solicitation. As opposed to the Nasdaq Listing Rules, which require listed issuers to make such reports\navailable to shareholders in one of a number of specific manners, Israeli law does not require us to distribute periodic reports\ndirectly to shareholders, and the generally accepted business practice in Israel is not to distribute such reports to shareholders\nbut to make such reports available through a public website. In addition to making such reports available on a public website, we\ncurrently make our audited financial statements available to our shareholders at our offices and will only mail such reports to shareholders\nupon request. As a foreign private issuer, we are generally exempt from the SEC’s proxy solicitation rules.\n\n \n\n \n●\nCompensation of officers. Israeli\nlaw and our amended and restated articles of association do not require that the independent members of our Board of Directors (or\na compensation committee composed solely of independent members of our Board of Directors) determine an executive officer’s\ncompensation, as is generally required under the Nasdaq Listing Rules with respect to the Chief Executive Officer and all other executive\nofficers. Instead, compensation of executive officers is determined and approved by our Compensation Committee and our Board of Directors,\nand in certain circumstances by our shareholders, either in consistency with our Office Holder compensation policy or, in special\ncircumstances in deviation therefrom, taking into account certain considerations stated in the Israeli Companies Law.\n\n \n\n69\n\n \n\n \n\n \n●\nShareholder approval is\ngenerally required for executive officer compensation in the event (i) approval by our Board of Directors and our Compensation Committee\nis not consistent with our Office Holders compensation policy, or (ii) compensation required to be approved is that of our chief\nexecutive officer who is not a director or an executive officer who is also the controlling shareholder of our company (including\nan affiliate thereof). Such shareholder approval shall require a majority vote of the shares present and voting at a shareholders\nmeeting, provided either (i) such majority includes a majority of the shares held by non-controlling shareholders who do not otherwise\nhave a personal interest in the compensation arrangement that are voted on at the meeting, excluding for such purpose any abstentions\nof disinterested shareholders, or (ii) the total shares held by non-controlling and disinterested shareholders voted against the\narrangement does not exceed 2% of the voting rights in our company.\n\n \n\n \n●\nAdditionally, approval\nof the compensation of an executive officer, who is also a director, shall generally require a simple majority vote of the shares\npresent and voting at a shareholders meeting, if consistent with our compensation policy. Our Compensation Committee and Board of\nDirectors may, in special circumstances, approve the compensation of an executive officer (other than a director, a chief executive\nofficer or a controlling shareholder) or approve the compensation policy despite shareholders’ objection, based on specified\narguments and taking shareholders’ objections into account. Our Compensation Committee may further exempt an engagement with\na nominee for the position of chief executive officer, who meets the non-affiliation requirements set forth for an external director,\nfrom requiring shareholders’ approval, if such engagement is consistent with our compensation policy and our Compensation Committee\ndetermines based on specified arguments that presentation of such engagement to shareholders’ approval is likely to prevent\nsuch engagement. To the extent that any such transaction with a controlling shareholder is for a period extending beyond three years,\napproval is required once every three years.\n\n \n\n \n●\nA director or executive\nofficer may not be present when the board of directors of a company discusses or votes upon the terms of his or her compensation,\nunless the chairman of the board of directors determines that he or she should be present to present the transaction that is subject\nto approval.\n\n \n\n \n●\n*Shareholder approval.* We\nwill seek shareholder approval for all corporate actions requiring such approval under the requirements of the Israeli Companies\nLaw, rather than seeking approval for corporation actions in accordance with Nasdaq Listing Rule 5635. In particular, under\nthis Nasdaq rule, shareholder approval is generally required for: (i) an acquisition of shares/assets of another company that\ninvolves the issuance of 20% or more of the acquirer’s shares or voting rights or if a director, officer or 5% shareholder\nhas greater than a 5% interest in the target company or the consideration to be received; (ii) the issuance of shares leading\nto a change of control; (iii) adoption/amendment of equity compensation arrangements; and (iv) issuances of 20% or more\nof the shares or voting rights (including securities convertible into, or exercisable for, equity) of a listed company via a private\nplacement (and/or via sales by directors/officers/5% shareholders) if such equity is issued (or sold) below a specific minimum price.\nBy contrast, under the Israeli Companies Law, shareholder approval is required for, among other things: (i) transactions with\ndirectors concerning the terms of their service or indemnification, exemption and insurance for their service (or for any other position\nthat they may hold at a company), for which approvals of the compensation committee, board of directors and shareholders are all\nrequired, (ii) extraordinary transactions with controlling shareholders of publicly held companies, which require the special\napproval described below under “Approval of Related Party Transactions under Israeli Law** –** Disclosure\nof personal interests of controlling shareholders,” and (iii) terms of employment or other engagement of the controlling\nshareholder of the Company or such controlling shareholder’s relative, which require the special approval described below under\n“Approval of Related Party Transactions under Israeli Law **–** Disclosure of personal interests of a controlling\nshareholder and approval of transactions.” In addition, under the Israeli Companies Law, a merger requires approval of the\nshareholders of each of the merging companies.\n\n \n\n70\n\n \n\n \n\n**Approval\nof Related Party Transactions under Israeli Law**\n\n \n\n**Disclosure\nof personal interests of a controlling shareholder and approval of transactions**\n\n \n\nThe\nIsraeli Companies Law also requires that a controlling shareholder promptly disclose to the company any personal interest that he or\nshe may have and all related material information or documents relating to any existing or proposed transaction by the company. A controlling\nshareholder’s disclosure must be made promptly and in any event no later than the first meeting of the board of directors at which\nthe transaction is considered. Extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a\npersonal interest, including a private placement in which a controlling shareholder has a personal interest, and the terms of engagement\nof the company, directly or indirectly, with a controlling shareholder or a controlling shareholder’s relative (including through\na corporation controlled by a controlling shareholder), regarding the company’s receipt of services from the controlling shareholder,\nand if such controlling shareholder is also an Office Holder of the company, regarding his or her terms of employment, require the approval\nof each of (i) the audit committee or the compensation committee with respect to the terms of the engagement of the company, (ii) the\nboard of directors and (iii) the shareholders, in that order. In addition, the shareholder approval must fulfill one of the following\nrequirements:\n\n \n\n \n●\na majority of the shares\nheld by shareholders who have no personal interest in the transaction and are voting at the meeting must be voted in favor of approving\nthe transaction, excluding abstentions; or\n\n \n\n \n●\nthe shares voted by shareholders\nwho have no personal interest in the transaction who vote against the transaction represent no more than 2% of the voting rights\nin the company.\n\n \n\nIn\naddition, any extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest\nwith a term of more than three years requires the abovementioned approval every three years; however, such transactions not involving\nthe receipt of services or compensation can be approved for a longer term, provided that the audit committee determines that such longer\nterm is reasonable under the circumstances.\n\n \n\nThe\nIsraeli Companies Law requires that every shareholder that participates, in person, by proxy or by voting instrument, in a vote regarding\na transaction with a controlling shareholder, must indicate in advance or in the ballot whether or not that shareholder has a personal\ninterest in the vote in question. Failure to so indicate will result in the invalidation of that shareholder’s vote."}