CORPORATE GOVERNANCE GUIDELINES OF WIX.COM LTD.
The following corporate governance guidelines have been approved and adopted by the Board of
Directors (the “Board”) of Wix.com Ltd. (the “Company”), and together with the Company’s Articles of
Association and Board committees’ (the “Committees”) charters, provide the framework for the governanceof the Company.
It is hereby clarified, that for as long as the Company has adopted the Companies Regulations (Relief
for Companies Traded on a Stock Exchange Outside of Israel), 5760-2000 (“Relief Regulations”), any
requirements below from which the Company opted-out (relating to External Directors and Committee
composition and participation) in accordance with the Relief Regulations, shall not apply.
I.

Mission and Responsibilities of the Board

The business and affairs of the Company shall be managed under the direction of the Board which
may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by
the Articles of Association required to be exercised or done by the shareholders. In addition to fulfilling its
obligations in order to optimize shareholder value, the Board shall also maintain a sense of responsibility to
the Company’s employees, user base and other participants in the Wix community. All of these
responsibilities, however, are founded upon the successful perpetuation of the Company’s businesses.
In order to maximize long-term shareholder value, the Board’s primary responsibilities, in conjunction
with its Committees, are to:(i)review, and where appropriate, approve and evaluate the financial and business strategies, and major
corporate actions of the Company;(ii)

oversee management policies and decisions, including the execution of the Company’s strategies;(iii) assess major risks facing the Company and review options for their mitigation;(iv) ensure that the Company’s business is conducted with the highest standards of ethical conduct and in
conformity with applicable laws and regulations; and(v)

select, evaluate and compensate the CEO and other senior officers of the Company and review
management succession planning.

II.

Director Qualifications and Selection; Board Structure

The rules of the Nasdaq Stock Market (“Nasdaq”) permit the Company to follow its home country
corporate governance standards with respect to certain practices. The Company has currently elected to apply
the corporate governance rules of the Nasdaq other than (i) its quorum requirement for shareholder meetingsand (ii) distribution requirements of annual and interim reports. Instead, the Company follows (i) Israeli law
with respect to the quorum required for shareholder meetings and (ii) the generally accepted business practicein Israel to make annual and interim reports available through a public website. The Company may in the
future follow additional home country corporate governance practices instead of some or all Nasdaq
requirements.
1.

Independence and Other Qualifications/ External Directors

A majority of the members of the Board must meet the criteria for independence required by Nasdaq(each, an “Independent Director”). In addition, pursuant to the Israeli Companies Law 5759 – 1999 (the“Companies Law”), the Company may be required to appoint at least 2 external directors (the “External
Directors”) who shall also be Independent Directors. The Nominating, Governance and Environmental
Committee (the “NGEC”) is responsible for reviewing with the Board, on an annual basis, the relationshipthat each director has with the Company (either directly or as a partner, shareholder or officer of an organizationthat has a relationship with the Company) and whether Board members satisfy the requirements for an
Independent Director or External Director, as applicable.

1The Board shall make an affirmative determination at least annually as to the independence of eachdirector in accordance with Nasdaq rules. Nasdaq’s independence definition includes a series of objective
tests, such as that the director is not an employee of the Company and has not engaged in various types ofbusiness dealings with the Company. In addition, the Board is also responsible for determining affirmatively
that each independent director has no other relationship which, in the opinion of the Board, would interferewith the exercise of independent judgment in carrying out the responsibilities of a director. In making these
determinations, the Board will broadly consider all relevant facts and circumstances, including information
provided by the directors and the Company with regard to each director’s business and personal activities as
they may relate to the Company and the Company’s management. As the concern is independence frommanagement, the Board does not view ownership of even a significant amount of stock, by itself, as a bar to
an independence finding.
2.

Board Size

The Board will be comprised of not fewer than three and not more than nine directors, including
External Directors if applicable, which the Board believes to be an appropriate size based on the Company’spresent circumstances and its Articles of Association.
The actual number of directors within that range may be modified at any time by the Board. The
NGEC shall consider and make recommendations to the Board concerning the appropriate size of the Board.
The NGEC shall also consider candidates to fill new positions created by expansion and vacancies that occur
by resignation, retirement or for any other reason.
3.

Annual Review by Board NGEC of Nomination of New Directors

The NGEC will review with the Board, on an annual basis, the appropriate skills and characteristics
required of Board members in the context of the current make-up of the Board and any perceived needs. This
review will focus, among other things, on the following areas of Board composition: (i) diversity, age,background, skills and experience; (ii) personal qualities and characteristics, accomplishments and reputationin the business community; (iii) knowledge and experience in the markets in which the Company conducts
business; (iv) ability and willingness to devote time to serve on the Board and its Committees; (v) knowledge
and expertise in activities deemed relevant by the Board; (vi) fit of the individual’s skills, experience andpersonality with those of other directors in maintaining an effective and responsive Board; and (vii)
qualifications under applicable law.
The NGEC will screen, select and consider director candidates in accordance with its charter andrecommend such candidates to the Board. The Board itself will be ultimately responsible for selecting its own
members and nominating them for election by shareholders, subject to the provisions of the Company’s
Articles of Association and applicable law.
4.

Election of Directors by Shareholders

The directors (other than the External Directors, if applicable) will be elected each year by the shareholders
at the annual general meeting of shareholders by a majority of votes cast except as otherwise required pursuant
to Israeli law. The directors (other than any External Directors elected pursuant to the Companies Law) shallbe divided into three classes, designated as class I, class II and class III. Each class of directors shall consist,as nearly as possible as determined by the Board, of one-third of the total number of directors constituting theentire Board. Any director whose term has expired (upon the expiring of the term of such director’s class)
may be re-elected to the Board. At each annual general meeting of the Company’s shareholders, the election
or re-election of directors following the expiration of the term of office of the directors of that class of directors,
will be for a term of office that expires on the third annual general meeting of the Company’s shareholders
following such election or re-election.
At the nomination by the NGEC, the Board will propose a slate of nominees to the shareholders forelection to the Board at such meeting. Between annual general meetings of shareholders, the Board may
appoint directors to serve until the next such meeting.

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III.

Board Leadership and Term

1.

Chairman of the Board and the CEO

The Board is free to select the Chairman of the Board from among the Board members, in the manner
and upon the criteria that it deems best for the Company at the time of selection. The Board does not have apolicy on whether the role of the Chairman and the CEO should be separate or combined and will make that
determination bas-ed on what it believes to be in the best interests of the Company at the time, subject toapplicable law.
2.

Executive Session and Lead Director

The independent directors will meet at least four times per year in executive sessions. The Chairman
should preside over these executive sessions unless the Chairman is also an Executive Director, in which casethe Lead Director will preside at these meetings.
3.

Lead Director

If the Chairman is not an independent director under the Nasdaq rules, or if the Board otherwise decides
it is in the best interest of the Company, a Lead Director will be selected from the Independent Directors toserve until replaced by the Board. The duties of the Lead Director should include, but are not limited to, thefollowing:• presiding at all meetings of the Board at which the Chairman of the Board is not present, including
executive sessions of the Independent Directors;• serving as liaison between the Chairman and the Independent Directors;• approving information sent to the Board;• approving meeting agendas for the Board;• approving meeting schedules to assure that there is sufficient time for discussion of all agenda items;• presiding over any portions of meetings of the Board at which the evaluation or compensation of the
CEO is presented or discussed;• presiding over any portions of meetings of the Board at which the performance of the Board is presented
or discussed;• having the authority to call meetings of the Independent Directors;• communication with shareholders at the request of the Board; and• performing such other duties as the Board may from time to time delegate to assist the Board in thefulfillment of its duties.
4.

Directors’ Tenure Policy
Any director of the Company may resign at any time, by giving notice in accordance with applicablelaw.
In addition, the Board believes that it is in the best interests of the Company that any executive director
whose employment at the Company terminates for any reason (including normal retirement) and any director
who has a change of employer or primary occupation, or whose occupational responsibilities are substantiallychanged from when the director was elected to the Board (excluding retirement), shall submit an undated offer
of resignation to the Chairman of the Board (such resignation may be accepted or rejected by the Board inaccordance with the recommendation of the NGEC, which will review whether the new occupation of thedirector is consistent with the specific rationale for originally selecting that individual).

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5.

Term Limits and Reelection

The Board does not believe it is appropriate or necessary to limit the number of terms a director may
serve. While term limits could help ensure that there are fresh ideas and viewpoints available to the Board,they hold the disadvantage of losing the contribution of directors who have been able to develop, over a periodof time, increasing insight into the Company and its operations and, therefore, provide an increasing
contribution to the Board as a whole. As an alternative to term limits, the NGEC will periodically review eachdirector’s continuation, which will also allow each director the opportunity to conveniently confirm his or her
desire to continue as a member of the Board.
IV.

Duties of Board Members

1.

Director Responsibilities

The basic responsibility of all directors is to exercise their business judgment to act in what theyreasonably believe to be in the best interest of the Company and its shareholders. This is an active, and not
passive, duty that requires commitment from the directors. In discharging their obligations, directors areentitled to rely on management and the advice of the Company’s outside advisors and auditors, but must at all
times have a reasonable basis for such reliance. The directors will also be entitled to be covered by reasonabledirectors’ and officers’ liability insurance purchased by the Company on their behalf; to the benefits ofindemnification to the fullest extent permitted by law and any indemnification agreements; and to exculpation
as provided by law.
In their roles as directors, all directors owe a duty of loyalty to the Company. This duty of loyalty
mandates that the best interests of the Company take precedence over the interests possessed by a director.
The Company has adopted a Code of Conduct (the “Code”) and directors are expected to adhere to the Code.
The proceedings and deliberations of the Board and its Committees are confidential. Each director
shall maintain the confidentiality of information received in connection with his or her service as a director.
2.

Director Time Commitment

Directors must be willing to devote sufficient time and effort to learning the business of the Company
and the Board, and must ensure that other existing and planned future commitments do not materially interferewith his or her service as a director. Directors are expected to attend Board meetings and meetings ofCommittees on which they serve, and to meet as frequently as necessary to properly discharge their
responsibilities. Information and data that are important to the Board’s understanding of the business to be
conducted at a Board or Committee meeting generally shall be distributed in writing to the directors before themeeting, and directors should review these materials in advance of the meeting.
Management will make appropriate personnel available to answer any questions a director may haveabout any aspect of the Company’s business. Directors should also review the materials provided bymanagement and advisors in advance of the meetings of the Board and its Committees and should arrive
prepared to discuss the issues presented.
3.

Service on Other Boards

The Board does not believe that its members should be prohibited from serving on boards and/orCommittees of other organizations, and the Board has not adopted any guidelines limiting such activities.
However, the NGEC and the Board shall take into account the nature of and time involved in a director’s
service on other boards in evaluating the suitability of individual directors for election (or reelection) andmaking their recommendations to the Company’s shareholders. Notwithstanding the foregoing, no member ofthe Audit Committee shall serve on the Audit Committee of more than three public companies without theapproval of the Board.
4.

Director Orientation and Continuing Education

In furtherance of its policy of having major decisions made by the Board as a whole, the Company
will implement a continuing education program for Board members that includes meetings with members ofsenior management. Each new director should participate in an orientation program that should be conducted4

promptly following the meeting at which a new director is elected. The orientation may include presentations
by senior management to familiarize each new director with the Company’s strategic plans; its significant
financial, accounting and risk management issues; its compliance programs; its Code; its principal officers;
and its internal and independent auditors.
The directors shall also attend ongoing corporate governance and other educational programs related
to their service on the Board.
V.

Board Compensation and Share Ownership

Upon the recommendation of the Compensation Committee, the Board shall adopt a compensation
policy in accordance with Israeli law that specifies the basis upon which the directors are compensated. The
Board, based on the recommendation of the Compensation Committee, shall also determine whether to adopt
a share ownership policy in order to foster a meaningful ownership position in the Company by directors andexecutive officers over time. These Policies will be subject to shareholder approval to the extent required by
the Companies Law.
VI.

Board Meetings and Communications

1.

AgendasThe Chairman of the Board, if there be one, shall preside over and set the agenda for all meetings ofthe shareholders and, subject to any role required from the Lead Director, and the Board. The Chairman of theBoard shall also perform such other duties and may exercise such other powers as may from time to time be
assigned by the Company or the Board.
2.

Attendance of Board Meetings

The number of scheduled Board meetings will vary with circumstances, provided that the Board shallconvene at least once every three calendar months. In addition, special meetings are called as necessary. It is
the responsibility of the directors to regularly attend meetings of the Board and Committees on which such a
director sits, with the understanding that on occasion a director may be unable to attend a meeting. A director
who is unable to attend a meeting is expected to notify the Chairman of the Board or the Chairman of theappropriate Committee in advance of such a meeting.
3.

Board Material Distribution

Board materials related to agenda items should, to the extent practicable, be distributed to the Board
sufficiently in advance of Board meetings to allow the directors to prepare for discussion of the items at themeeting, which shall generally mean at least 2 business days in advance of the meeting.
4.

Attendance of Non-directors at Meetings

The Board, as appropriate in its judgment, may invite senior officers of the Company and third parties
to attend Board meetings in accordance with applicable law.
5.

Access to Management and Independent Advisors

Directors have full and free access to officers and employees of the Company. Any meetings orcontacts that a director wishes to initiate may be arranged through the CEO or directly by the director. The
directors will use their judgment to ensure that any such contact is not disruptive to the business operations of
the Company and will, to the extent deemed appropriate by the director, inform the CEO that such
communications are taking place.
In their sole discretion, the Board and each of its Committees shall have the sole authority andresponsibility to select, employ, retain and terminate any financial, legal, executive search, consulting and otherprofessional advisors as they deem necessary or appropriate to assist in the discharge of their responsibilities.
The Company shall provide funding to cover the professional fees and reasonable expenses of any such
independent advisors retained by the Board or any of its Committees.

56.

Communications with the MediaThe Board believes that the Company’s management and the Chairman of the Board or Lead Director
speak for the Company. In order to ensure compliance with applicable securities laws and to avoid the potential
detriment to the interests of the Company and its stockholders and other constituencies that could result frominconsistent communications, the members of the Board will not respond to media inquiries or make statements
to the media regarding the Company and its business without consultation with, and approval by, the Chairmanof the Board or Lead Director.
VII.

Evaluation and Succession

1.

Annual Performance Evaluation

The Directors should conduct a self-evaluation annually to determine whether they are functioning
effectively. Each Committee of the Board should conduct a self-evaluation at least annually and report theresults to the Board, acting through the NGEC. Each Committee’s evaluation should compare the performanceof the Committee with the requirements of its written charter.
2.

CEO Evaluation

The Compensation Committee will conduct an annual review of the CEO’s performance, as set forthin its charter. The Board will review the Compensation Committee’s report in order to ensure that the CEO isproviding the best leadership for the Company in the long and short term.
The evaluation should be based on objective criteria including performance of the business,accomplishment of long-term strategic objectives, the handling of extraordinary events and development ofmanagement. The criteria should ensure that the CEO’s interests are aligned with the long-term interests of
the Company’s shareholders. The evaluation will be used by the Compensation Committee in the course of its
deliberations when considering the compensation of the CEO.
3.

Management Succession

The Compensation Committee shall periodically review, evaluate and make recommendations
regarding management succession and development including, among other things, an assessment of theexperience, performance and skills for possible successors for the CEO, as well as policies regarding
succession in the event of an emergency or the retirement of the CEO. The CEO should at all times makeavailable his or her recommendations and evaluations of potential successors, along with a review of any
development plans recommended for such individuals.
VIII.

Board Committees

1.

Establishment of Committees

The Board will have at all times an Audit Committee, a Compensation Committee and an NGEC.
Each of the members of these Committees will be independent directors under the criteria established by
Nasdaq and any applicable laws and regulations. Additionally, if applicable, each Committee of the Board
which exercises power of the Board must include at least one External Director, except that the Audit
Committee and Compensation Committee of the Board must include all External Directors then serving on the
Board.
Subject to limitations in the Company Articles of Association, the Board may from time to time
establish additional committees as necessary or appropriate, delegating to such committees all or part of theBoard’s powers. In general, committees of the Board are utilized to focus on issues that may require more indepth scrutiny. All significant findings of a committee are presented to the full Board for discussion andreview.
2.

Committee Charters and Responsibilities

Each committee will have its own charter. The charters will establish the purposes, goals andresponsibilities of the Committees as well as qualifications for Committee membership, procedures forCommittee member appointment and removal, Committee structure and operations and the Committee
6reporting to the Board. The charters will also provide that each Committee will annually evaluate its
performance. Each charter will be published on the Company’s corporate website.
The responsibilities of each Committee are periodically reviewed by each Committee and the NGEC,
which may recommend changes to the full Board for consideration.
3.

Committee Meetings and Agendas

The Chairman of each Committee, in consultation with the Committee members, will determine thefrequency and length of the Committee meetings consistent with any requirements set forth in the Committee’s
charter. The Chairman of each Committee, in consultation with the appropriate members of the Committee
and management, will develop the Committee’s agenda. At the beginning of the year each Committee will
establish a schedule of agenda subjects to be discussed during the year. The schedule for each committee will
be furnished to all directors.
IX.

Shareholder Access to the Board

1.

Communications with Non-Executive Directors

The Board has established policies and procedures for shareholders wishing to communicate with theBoard. Any shareholder may send communications to the Board as a whole, the Independent Directors as agroup, the Chairman (or Lead Director) or any other individual member of the Board or any Board committee
by submitting those communications to the appropriate person or group at the following address:
Naama Kaenan, General Counsel
c/o Corporate Secretary of Wix.com Ltd.
Wix Campus, Building B, 7th Floor
Tel Aviv, Israel, 6936025
Shareholders may also electronically submit their communications to the following email address:
Board_of_Directors@wix.com.
Each such communication should state the full name of the shareholder and, if the shareholder is nota record holder, should be accompanied by appropriate evidence of share ownership (such as an accounting
statement showing ownership of Wix shares).
Interested parties who wish to submit a communication to the Chairman (or Lead Director) or to the
Independent Directors as a group may also submit communications to addresses set forth above. If the person
submitting the communication is not a shareholder and is submitting the communication as an interested party,
the communication must state the nature of the person’s interest in the Company.
The Corporate Secretary of the Company reviews all such correspondence and regularly forwards to
the Board a summary of all such correspondence and copies of all correspondence that, in the opinion of the
Corporate Secretary, deals with the functions of the Board or committees thereof or that the Corporate
Secretary otherwise determines requires their attention. Directors may at any time review a log of all
correspondence received by the Company that is addressed to members of the Board and request copies of any
such correspondence. Typically, the Corporate Secretary would not forward to the Board communications ofa personal nature or not related to the duties and responsibilities of the Board, including junk mail, mass
mailings, advertisements, magazines, solicitations, job inquiries, opinion surveys or polls.
Concerns relating to accounting, internal controls or auditing matters are immediately brought to theattention of the Chairman of the Audit Committee and handled in accordance with procedures established by
the Audit Committee with respect to such matters
2.

Shareholder Recommendations for Board Candidates

Subject to the Company’s Articles of Association, shareholders wishing to recommend candidates tobe nominated for election to the Company’s Board by the shareholders at the general meeting of shareholders
may do so by sending to the attention of the Chairman of the NGEC at the above address the following: (a) the
candidate’s name, age, business address, residence address and telephone number; (b) the candidate’s principal
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occupation; (c) the class and number of shares of the Company owned by the candidate; (d) a description of
the candidate’s qualifications to be a director; (e) whether the candidate would be an independent director; (f)any other information the shareholder deems relevant with respect to the recommendation, and (g) an
acknowledgement from the candidate that he or she would be willing to serve on the Board.
The decision whether to recommend a director candidate is within the discretion of the NGEC.
Shareholder recommendations provided to the Chairman of the NGEC within the timeframe set forthin the Company’s Articles of Association will be reviewed using the nominating process outlined in the NGEC
charter.
X.

Corporate Code of Conduct

The Board has established and is responsible for maintaining the Company’s Code of Conduct, which covers,
among other things, the Company’s policies concerning:• Conflicts of interest;• Corporate opportunities;• Confidentiality;• Fair dealing;• Protection and proper use of Company assets;• Compliance with laws, rules and regulations (including insider trading laws); and• Encouraging the reporting of any illegal or unethical behavior.
The Board, with advice and recommendations from the NGEC, will periodically review and evaluate
the Code of Conduct and make such changes therein as it finds to be necessary or appropriate.
XI.

Administration of Corporate Governance Guidelines

1.

Periodic Review of the Guidelines

These guidelines shall be reviewed annually by the NGEC, with a report to the full Board of the
NGEC’s findings and recommendations. If necessary, these guidelines will be revised and updated by the
Board, based upon the recommendations of the NGEC.
2.

Availability
These guidelines will be posted on the Company’s corporate website at www.wix.com.
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Last updated: November 13, 2018.

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