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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2004
Commission File Number: 1-14840
AMDOCS LIMITED
Suite 5, Tower Hill House Le Bordage
St. Peter Port, Island Of Guernsey, GY1 3QT Channel Islands
Amdocs, Inc.
1390 Timberlake Manor Parkway, Chesterfield, Missouri, 63017
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
FORM 20-F X FORM 40-F
--- ---
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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AMDOCS LIMITED
(AMDOCS LOGO)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 20, 2005
To the Shareholders:
The annual General Meeting of Shareholders of Amdocs Limited will be held
at 10:00 a.m., local time, on Thursday, January 20, 2005, at the office of
Wilmer Cutler Pickering Hale and Dorr LLP, 399 Park Avenue, 31st floor, New
York, New York 10022, for the following purposes:
1. To elect twelve (12) directors to serve until the next annual
general meeting of shareholders or until their earlier resignation
or removal or successors are elected and qualified.
2. To approve our Consolidated Financial Statements for the fiscal year
ended September 30, 2004.
3. To ratify and approve the appointment of Ernst & Young LLP as our
independent auditors for the fiscal year ending September 30, 2005,
and until the next annual general meeting, and to authorize the
Audit Committee of the Board of Directors to fix the remuneration of
such independent auditors in accordance with the nature and extent
of their services.
4. To transact such other business as may properly come before the
General Meeting.
The Board of Directors has fixed the close of business on November 24, 2004
as the record date for the determination of our shareholders entitled to notice
of, and to vote on the matters proposed at, the General Meeting and any
adjournments thereof.
YOUR VOTE IS IMPORTANT
ALL SHAREHOLDERS OF AMDOCS (WHETHER THEY EXPECT TO ATTEND THE GENERAL MEETING OR
NOT) ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY THE PROXY CARD
ENCLOSED WITH THIS NOTICE. IF YOU EXECUTE A PROXY, YOU STILL MAY ATTEND THE
GENERAL MEETING AND VOTE IN PERSON.
By Order of the Board of Directors
/s/ Thomas G. O'Brien
THOMAS G. O'BRIEN
Secretary
December 17, 2004
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A proxy card and the Annual Report for the
fiscal year ended September 30, 2004 are enclosed.
AMDOCS LIMITED
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 20, 2005
References in this Proxy Statement to "Amdocs", "we", "our", "us" and the
"Company" refer to Amdocs Limited and its consolidated subsidiaries and their
respective predecessors.
This Proxy Statement and the accompanying proxy are being furnished to
shareholders of Amdocs Limited, a corporation organized under the laws of the
Island of Guernsey, in connection with the solicitation by its Board of
Directors of proxies from holders of its outstanding ordinary shares, par value
L0.01 per share ("Ordinary Shares"), for use at the annual general meeting of
shareholders to be held at 10:00 a.m., local time, on Thursday, January 20,
2005, at the office of Wilmer Cutler Pickering Hale and Dorr LLP, 399 Park
Avenue, 31st floor, New York, New York 10022, or at any adjournments thereof
(the "General Meeting").
This Proxy Statement and the accompanying proxy, together with a copy of
our Annual Report to shareholders, are first being mailed or delivered to our
shareholders on or about December 17, 2004.
At the General Meeting, the holders of our Ordinary Shares as of the close
of business on November 24, 2004 (the "Record Date") will be asked to take the
following actions (each, an "Ordinary Resolution"):
- Elect twelve (12) directors to serve until the next annual general
meeting of shareholders or until their earlier resignation or removal or
successors are elected and qualified (Proposal I);
- Approve our Consolidated Financial Statements for the fiscal year ended
September 30, 2004 (Proposal II); and
- Ratify and approve the appointment of Ernst & Young LLP as our
independent auditors for the fiscal year ending September 30, 2005, and
until the next annual general meeting, and authorize the Audit Committee
of the Board of Directors to fix the remuneration of such independent
auditors in accordance with the nature and extent of their services
(Proposal III).
The proxy confers discretionary authority with respect to any amendments or
modifications of proposals that properly may be brought before the General
Meeting. As of the date hereof, we are not aware of any such amendments or
modifications or other matters to be presented for action at the General
Meeting. However, if any other matters properly come before the General Meeting,
the proxies solicited hereby will be exercised on such matters in accordance
with the reasonable judgment of the proxyholders.
As of the Record Date, Amdocs had outstanding 201,946,567 Ordinary Shares.
Each Ordinary Share is entitled to one vote on all matters presented at the
General Meeting. Only holders of record of Ordinary Shares at the close of
business on the Record Date are entitled to notice of and to vote at the General
Meeting. Votes cast in person or by proxy at the General Meeting will be
tabulated by the inspector of elections appointed for the General Meeting who
will also determine whether a quorum is present for the transaction of business.
The holders of a majority of the outstanding Ordinary Shares present in person
or represented by proxy shall constitute a quorum for purposes of the General
Meeting.
Approval of Proposals I, II and III requires the affirmative vote of a
majority of the Ordinary Shares represented in person or by proxy at the General
Meeting.
The enclosed proxy provides that each shareholder may specify that his, her
or its Ordinary Shares be voted "for", "against" or "abstain" from voting with
respect to each of the proposals. If the enclosed proxy is properly executed,
duly returned to us in time for the General Meeting and not revoked, your
Ordinary Shares will be voted in accordance with the instructions contained
thereon. Where a signed proxy is returned, but no specific instructions are
indicated, your Ordinary Shares will be voted FOR each of the proposals.
Proxies will not be counted as voting in respect of any matter as to which
abstention is indicated, but abstentions will be counted as Ordinary Shares that
are present for purposes of determining whether a quorum is present at the
General Meeting. Nominees who are members of the New York Stock Exchange, Inc.
("NYSE") and who, as brokers, hold Ordinary Shares in "street name" for
customers have, by NYSE rules, the authority to vote on certain items in the
absence of instructions from their customers, the beneficial owners of the
Ordinary Shares. If such nominees or brokers indicate that they do not have
authority to vote shares as to a particular matter ("Broker Non-Votes"), we will
not count those votes in favor of such matter. Broker Non-Votes will be counted
as Ordinary Shares that are present for purposes of determining whether a quorum
is present.
Any shareholder giving a proxy may revoke it at any time before it is
exercised at the General Meeting by:
- Filing with our Secretary, in care of our principal United States
subsidiary, Amdocs, Inc. (at the address that appears on the last page of
this Proxy Statement), written notice of such revocation bearing a later
date than the proxy or a subsequent proxy relating to the same Ordinary
Shares, provided that such proxy or subsequent proxy shall be deposited
at such address at least forty-eight (48) hours before the scheduled
General Meeting or adjournment thereof, as the case may be; or
- Attending the General Meeting and voting in person (although attendance
at the General Meeting will not in and of itself constitute revocation of
a proxy).
IMPORTANT
WHETHER OR NOT YOU ATTEND THE GENERAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE ASKED TO SIGN AND RETURN THE ACCOMPANYING PROXY REGARDLESS
OF THE NUMBER OF ORDINARY SHARES YOU OWN. ORDINARY SHARES CAN BE VOTED AT THE
GENERAL MEETING ONLY IF THE HOLDER IS PRESENT OR REPRESENTED BY PROXY.
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PROPOSAL I
ELECTION OF DIRECTORS
The entire Board of Directors of the Company is comprised of thirteen
directors. Currently, twelve individuals are serving as directors, and we have
one vacancy on our Board. As set forth below, the Board of Directors has
nominated twelve individuals as nominees for election as directors at the
General Meeting, eleven of whom are incumbent directors and one who was
appointed by our Board in November 2004. As permitted by our Articles of
Association, the remaining vacancy may be filled by the Board following the
General Meeting. Each director elected at the General Meeting, and any new
director appointed by the Board to fill a vacancy, will serve until the next
annual general meeting of shareholders or until his earlier resignation or
removal or a successor is elected and qualified.
Ordinary Shares represented by proxies returned duly executed will be
voted, unless otherwise specified, in favor of the twelve nominees for the Board
of Directors named below. If any (or all) of such persons should be unable to
serve, the persons named in the enclosed proxy will vote the shares covered
thereby for such substitute nominee (or nominees) as the Board of Directors may
select. The Board of Directors has no reason to believe that any such nominee
will be unable or unwilling to serve.
Set forth below are the names and ages of the nominees for director, the
principal occupations of each nominee currently and for at least the past five
years, and the year in which he became a director of Amdocs.
NAME AGE
---- ---
Bruce K. Anderson 64 Mr. Anderson has been Chairman of the Board of Directors of
Amdocs since September 1997. Since August 1978, Mr. Anderson
has been a general partner of Welsh, Carson, Anderson &
Stowe ("WCAS"), an investment firm that specializes in the
acquisition of companies in the information services,
communications and health care industries. Until September
2003, investment partnerships affiliated with WCAS had been
among our largest shareholders. Mr. Anderson served for nine
years with Automated Data Processing, Inc. ("ADP") until his
resignation as Executive Vice President and a director of
ADP, and President of ADP International, effective August
1978. Mr. Anderson serves on the board of Alliance Data
Systems, Inc., a publicly held company that provides
transaction, credit and marketing services to large consumer
based businesses, and Headstrong, Inc., a global consultancy
firm.
Adrian Gardner 42 Mr. Gardner has been a director of Amdocs since April 1998
and is Chairman of the Audit Committee. Mr. Gardner is the
Chief Financial Officer and a director of ProStrakan Group,
Ltd., a pharmaceuticals company based in the United Kingdom,
which he joined in April 2002. Prior to joining ProStrakan,
he was a Managing Director of Lazard LLC, based in London,
where he worked with technology- and
telecommunications-related companies. Prior to joining
Lazard in 1989, Mr. Gardner qualified as a chartered
accountant with Price Waterhouse (now
PricewaterhouseCoopers). Mr. Gardner is a member of the
Institute of Chartered Accountants in England & Wales.
Dov Baharav 54 Mr. Baharav has been a director of Amdocs and the President
and Chief Executive Officer of Amdocs Management Limited,
our wholly owned subsidiary, since July 2002. Mr. Baharav
has overall coordination responsibilities for the operations
and activities of our operating subsidiaries. In 1991, Mr.
Baharav joined Amdocs Inc., our principal wholly owned U.S.
subsidiary, serving as its Vice President and then President
in St. Louis, Missouri until 1995. From 1995 until July
2002, Mr. Baharav was a Senior Vice President and the Chief
Financial Officer of Amdocs Management Limited. Prior to
joining Amdocs, Mr. Baharav served as Chief Operating
Officer of Optrotech Ltd., a publicly held company that
develops, manufactures and markets electro-optical devices.
3
NAME AGE
---- ---
Julian A. Brodsky 71 Mr. Brodsky has been a director of Amdocs since July 2003.
Mr. Brodsky has served as a director and as Vice Chairman of
Comcast Corporation for more than five years. Prior to
November 2002, he served as a director and Vice Chairman of
Comcast Holdings for more than five years. For five years
prior to May 2004, Mr. Brodsky was Chairman of Comcast
Interactive Capital, LP, a venture fund affiliated with
Comcast. He is also a director of RBB Fund, Inc. and Grey
Global Group.
Charles E. Foster 68 Mr. Foster has been a director of Amdocs since December
2001. He was Chairman of the Board of Prodigy Communications
Corporation from June until November 2001. From April 1997
until June 2001, Mr. Foster served as Group President of SBC
Communications Inc. ("SBC"), where he was responsible, at
various times, for engineering, network, centralized
services, marketing and operations, information systems,
procurement, treasury, international operations, wireless
services, merger integration, real estate, yellow pages and
cable TV operations. SBC International, Inc. ("SBCI"), a
wholly owned subsidiary of SBC, is one of our largest
shareholders. SBC, together with its affiliates, is a
significant customer of ours. Mr. Foster is a member of the
Texas Society of Professional Engineers and a director of
Storage Technology Corporation, a publicly-traded company
engaged in the manufacture of products for storing digital
data.
Eli Gelman 46 Mr. Gelman has been a director of Amdocs and the Executive
Vice President of Amdocs Management Limited since July 2002.
Mr. Gelman has responsibility for sales, strategic alliances
and corporate and business development. He has more than 27
years of experience in the software industry, including the
last 16 years with Amdocs. Prior to his current position, he
was a division president, where he headed our United States
sales and marketing operations and helped spearhead our
entry into the Customer Care and Billing Systems ("CC&B
Systems") market. Before that, Mr. Gelman was an account
manager for our major European and North American
installations, and has led several major software
development projects. Before joining Amdocs, Mr. Gelman was
involved in the development of real-time software systems
for communications networks.
James S. Kahan 57 Mr. Kahan has been a director of Amdocs since April 1998. He
has worked at SBC since 1983, and currently serves as a
Senior Executive Vice President, a position he has held
since 1992. SBCI, a wholly owned subsidiary of SBC, is one
of our largest shareholders. SBC, together with its
subsidiaries, is a significant customer of ours. Prior to
joining SBC, Mr. Kahan held various positions at several
telecommunications companies, including Western Electric,
Bell Laboratories, South Central Bell and AT&T.
Nehemia Lemelbaum 62 Mr. Lemelbaum has been a director of Amdocs since December
2001 and a Senior Vice President of Amdocs Management
Limited since 1985. He joined Amdocs in 1985, with initial
responsibility for U.S. operations. Mr. Lemelbaum led our
development of graphic products for the yellow pages
industry and later led our development of CC&B Systems, as
well as our penetration into the CC&B Systems market. Prior
to joining Amdocs, he served for nine years with Contahal
Ltd., a leading Israeli software company, first as a senior
consultant, and later as Managing Director. From 1967 to
1976, Mr. Lemelbaum was employed by the Ministry of
Communications of Israel (the organization that predated
Bezeq, the Israel Telecommunication Corp. Ltd.), with
responsibility for computer technology in the area of
business data processing.
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NAME AGE
---- ---
John T. McLennan 59 Mr. McLennan has been a director of Amdocs since November
1999. From May 2000 until June 2004, he served as Vice-Chair
and Chief Executive Officer of Allstream (formerly AT&T
Canada). Mr. McLennan founded and was the President of
Jenmark Consulting Inc. from 1997 until May 2000. From 1993
to 1997, Mr. McLennan served as the President and Chief
Executive Officer of Bell Canada. Prior to that, he held
various positions at several telecommunications companies,
including BCE Mobile Communications and Cantel Inc. Mr.
McLennan is also a director of Manitoba Telephone Systems,
Air Canada Enterprises, Hummingbird Ltd., a Canadian
publicly held company engaged in the production of
enterprise management software, and of several other private
software and communication companies.
Robert A. Minicucci 52 Mr. Minicucci has been a director of Amdocs since September
1997. He has been a general partner of WCAS since 1993. From
1992 to 1993, Mr. Minicucci served as Senior Vice President
and Chief Financial Officer of First Data Corporation, a
provider of information processing and related services for
credit card and other payment transactions. From 1991 to
1992, he served as Senior Vice President and Treasurer of
the American Express Company. He served for twelve years
with Lehman Brothers (and its predecessors) until his
resignation as a Managing Director in 1991. Mr. Minicucci is
also a director of Alliance Data Systems, Inc., a publicly
held company, and several private companies.
Simon Olswang 61 Mr. Olswang has been a director of Amdocs since November
2004. He recently retired as Chairman of Olswang, a United
Kingdom law firm he founded in 1981. In 1995 Mr. Olswang
co-founded Informed Sources International Ltd, a strategic
media industry consultancy in Europe and North America. Mr.
Olswang is a co-founder and non-executive director of
LongAcre Partners Ltd, a specialized mergers and
acquisitions and advisory firm focusing on the media and
entertainment industries. He is a member of the Board of
Directors of The British Library and of the British Screen
Advisory Council and has served as a non-executive director
of a number of companies and organizations, including Aegis
Group plc, The Press Association and the British Film
Institute. Mr. Olswang serves as Chairman of Governors of
Langdon College of Further (Special) Education in Salford,
of which he is a co-founder and trustee.
Mario Segal 57 Mr. Segal has been a director of Amdocs since December 2001
and served as a Senior Vice President and the Chief
Operating Officer of Amdocs Management Limited from 1995
until July 2002. He joined Amdocs in 1984 as Senior Vice
President and was a leading member of the team that
developed the ADS (NG)/Family of Products directory
automation systems and the Amdocs CC&B Systems platform.
Prior to joining Amdocs, Mr. Segal was an account manager
for a major North American yellow pages publisher and prior
thereto managed the computer department of a major Israeli
insurance company, leading large-scale software development
projects and strategic planning of automation systems.
BOARD COMMITTEES
Our Board of Directors has formed four committees set forth below. Members
of each committee are appointed by the Board of Directors.
Audit Committee. The Audit Committee reviews, acts on and reports to the
Board of Directors with respect to various auditing and accounting matters,
including the selection of our auditors, the scope of the annual audits, fees to
be paid to the auditors, the performance of our independent auditors, and
assists with the
5
Board of Directors' oversight of our accounting practices, financial statement
integrity and compliance with legal and regulatory requirements. The current
members of our Audit Committee are Messrs. Gardner (Chair), Foster and McLennan,
all of whom are independent directors, as defined by the rules of the NYSE, and
pursuant to the categorical director independence standards adopted by our Board
of Directors. The Board of Directors has determined that Mr. Gardner is an
"audit committee financial expert" as defined by rules promulgated by the U.S.
Securities and Exchange Commission ("SEC"). The Audit Committee written charter
is attached to this proxy statement as Appendix A, and it is available on our
website at www.amdocs.com.
Compensation Committee. The Compensation Committee discharges the
responsibilities of our Board of Directors relating to the compensation of the
Chief Executive Officer of Amdocs Management Limited and makes recommendations
to our Board of Directors with respect to the compensation of our other
executive officers. The current members of our Compensation Committee are
Messrs. Anderson, Kahan and Minicucci, all of whom are independent directors, as
defined by the rules of the NYSE, and pursuant to the categorical director
independence standards adopted by our Board of Directors. The Compensation
Committee written charter is available on our website at www.amdocs.com.
Nominating and Corporate Governance Committee. The Nominating and
Corporate Governance Committee identifies individuals qualified to become
members of our Board of Directors, recommends to the Board of Directors the
persons to be nominated for election as directors at the annual general meeting
of shareholders, develops and makes recommendations to the Board of Directors
regarding our corporate governance principles and oversees the evaluations of
our Board of Directors and our management. The current members of the Nominating
and Corporate Governance Committee are Messrs. Kahan, Brodsky, Gardner and
Foster, all of whom are independent directors, as required by the NYSE listing
standards, and pursuant to the categorical director independence standards
adopted by our Board of Directors. The Nominating and Corporate Governance
Committee written charter is available on our website at www.amdocs.com.
Additionally, the Nominating and Corporate Governance Committee, which was
established in November 2004, is in the process of approving corporate
governance guidelines that it expects to recommend for approval by our Board of
Directors at its upcoming meetings. Upon such approval by our Board, we intend
to make the corporate governance guidelines available on our website at
www.amdocs.com.
Executive Committee. The Executive Committee has such responsibilities as
may be delegated to it from time to time by the Board of Directors. The current
members of our Executive Committee are Messrs. Anderson, Baharav, Kahan,
Lemelbaum and Minicucci.
Our independent directors receive no compensation from the Company, except
in connection with their membership on the Board of Directors and its committees
as described below regarding Non-Employee Directors under "-- Compensation of
Directors".
BOARD AND COMMITTEE MEETINGS
During the past fiscal year, the Board of Directors held nine meetings and
took numerous other actions by unanimous written consent in lieu of formal
meetings. In addition, the Audit Committee held ten meetings, the Compensation
Committee held four meetings and the Executive Committee held eight meetings in
the 2004 fiscal year. Because the Nominating and Corporate Governance Committee
was established in November 2004, it did not meet in fiscal 2004. During fiscal
2004, each director attended at least 75% of the aggregate of the number of
Board of Directors meetings and the number of meetings held by all committees on
which he then served.
COMMUNICATING WITH THE INDEPENDENT DIRECTORS
The Board of Directors will give appropriate attention to written
communications that are submitted by shareholders and other interested parties,
and will respond if and as appropriate. The Chairman of the Board, with the
assistance of our corporate secretary, is primarily responsible for monitoring
communications from shareholders and other interested parties and for providing
copies or summaries to the directors as he considers appropriate.
6
Communications are forwarded to all directors if they relate to important
substantive matters and include suggestions or comments that our Chairman and
corporate secretary consider to be important for the directors to know. In
general, communications relating to corporate governance and long-term corporate
strategy are more likely to be forwarded than communications relating to
ordinary business affairs, personal grievances and matters as to which the
Company tends to receive repetitive or duplicative communications.
Shareholders who wish to send communications on any topic to the Board of
Directors or to the Company's independent directors should address such
communications c/o Corporate Secretary, Amdocs Inc., 1390 Timberlake Manor
Parkway, Chesterfield, Missouri 63017.
DIRECTOR QUALIFICATION STANDARDS
Our Board of Directors has adopted a formal set of categorical independence
standards with respect to the determination of director independence.
In accordance with these standards and the rules of the NYSE, our Board of
Directors has determined that each of the following eight of our twelve
directors has no material relationship with the Company and is therefore
independent: Messrs. Anderson, Gardner, Brodsky, Foster, Kahan, McLennan,
Minicucci and Olswang.
The full text of our categorical standards is attached to this proxy
statement as Appendix B.
CODE OF ETHICS AND BUSINESS CONDUCT
Our Board of Directors has adopted a Code of Ethics and Business Conduct
that sets forth legal and ethical standards of conduct for directors and
employees, including executive officers, of the Company, our subsidiaries and
other business entities controlled by us worldwide. The code is available on our
website at www.amdocs.com. We intend to post on our website all disclosures that
are required by law or NYSE rules concerning any amendments to, or waivers from,
any provision of the code.
COMPENSATION OF DIRECTORS
As of November 3, 2004, our directors who are not employees of the Company
("Non-Employee Directors") receive compensation for their services as directors
in the form of cash and options to purchase ordinary shares. Our compensation
policy provides that each Non-Employee Director receives an annual cash payment
of $30,000. Each of our Non-Employee Directors also receives an initial option
grant for the purchase of 12,000 ordinary shares. Thereafter, Non-Employee
Directors receive an annual option grant for the purchase of 7,500 ordinary
shares, except for Non-Employee Directors who are members of our Audit Committee
or Executive Committee, who receive an annual option grant for the purchase of
8,500 ordinary shares. All option grants to our Non-Employee Directors vest as
to one-quarter of the shares immediately, with the remainder vesting annually in
three equal installments. The exercise price of all options granted to our
Non-Employee Directors is the market price of our shares on the last trading day
preceding the grant date. Each Non-Employee Director receives $1,500 per meeting
of the Board of Directors and $1,000 per meeting of a committee of the Board of
Directors, except for Non-Employee Directors who are members of our Audit
Committee or Executive Committee, who receive $2,000 per meeting. We reimburse
all of our directors for their reasonable travel expenses incurred in connection
with attending Board or committee meetings.
During the 2004 fiscal year, we granted options to nine Non-Employee
Directors options to purchase an aggregate of 48,000 Ordinary Shares at a
weighted average price of $21.20 per share, with vesting over three year terms.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that Bruce K. Anderson, Adrian Gardner, Dov Baharav, Julian A.
Brodsky, Charles E. Foster, Eli Gelman, James S. Kahan, Nehemia Lemelbaum, John
T. McLennan, Robert A. Minicucci, Simon Olswang and Mario Segal be, and each
hereby is, elected to serve as a director of the Company until
7
the next annual general meeting of shareholders or until his earlier resignation
or removal or until his respective successor is elected and qualified."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of holders of a majority of the Ordinary Shares
represented in person or by proxy at the General Meeting is necessary for the
approval of the Ordinary Resolution to elect the nominees named above.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
DIRECTOR NOMINEES NAMED ABOVE.
8
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth specified information with respect to the
beneficial ownership of the Ordinary Shares as of November 24, 2004 of (i) any
person known by us to be the beneficial owner of more than 5% of our Ordinary
Shares and (ii) all of our directors and executives officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC and,
unless otherwise indicated, includes voting and investment power with respect to
all Ordinary Shares. All percentages are based on 201,946,567 Ordinary Shares
outstanding as of November 24, 2004. Except as noted below, each holder has sole
voting and investment power with respect to all shares listed as owned by that
holder. As of November 24, 2004, other than Mr. Kahan, none of our directors or
senior managers beneficially own 1% or more of our outstanding ordinary shares.
As described below, Mr. Kahan may be deemed to beneficially own 12,747,698
ordinary shares, or approximately 6.3% of our ordinary shares outstanding as of
November 24, 2004.
SHARES BENEFICIALLY PERCENTAGE
NAME AND ADDRESS OWNED OWNERSHIP
---------------- ------------------- ----------
Massachusetts Financial Services Company(1)............... 19,406,163 9.6%
SBC Communications, Inc.(2)............................... 12,747,698 6.3%
All directors and executive officers as a group (18
persons)(3)............................................. 20,636,098 10.2%
---------------
(1) The address of Massachusetts Financial Services Company ("MFS") is 500
Boylston Street, Boston, Massachusetts 02116. Based on a Form 13F filed by
MFS with the SEC on November 10, 2004, as of September 30, 2004, MFS has
sole voting power over 19,088,913 of our Ordinary Shares and no voting power
over 317,250 Ordinary Shares. The Form 13F indicates that MFS has sole
investment discretion over 19,406,163 Ordinary Shares.
(2) The address of SBC Communications, Inc. is 175 East Houston, San Antonio,
Texas 78205. Based upon information provided to us by SBC, as of November
24, 2004, SBCI, a wholly owned subsidiary of SBC, holds 7,551,875 of our
Ordinary Shares, and SBC Option Delivery LLC, a majority-owned subsidiary of
SBCI holds 5,195,823 of our Ordinary Shares. James S. Kahan, Senior
Executive Vice President of SBC, serves on our Board of Directors.
(3) Includes Ordinary Shares held by SBC. See footnote 2 above. Mr. Kahan,
Senior Executive Vice President of SBC, serves on the Company's Board of
Directors and, accordingly, may be deemed to be the beneficial owner of the
Ordinary Shares held by SBC. Mr. Kahan disclaims beneficial ownership of
such shares. Also includes options granted to such directors and executive
officers of the Company, which are exercisable within 60 days of November
24, 2004.
AUDIT COMMITTEE MATTERS
The Company's management is responsible for the preparation of the
Company's financial statements and for maintaining an adequate system of
disclosure controls and procedures and internal control over financial reporting
for that purpose. The Company's independent auditors are responsible for
conducting an independent audit of the Company's annual financial statements in
accordance with generally accepted accounting principles and issuing a report on
the results of their audit. The Audit Committee is responsible for providing
independent, objective oversight of these processes.
The Audit Committee has reviewed the Company's audited financial statements
for the fiscal year ended September 30, 2004 and has discussed these financial
statements with the Company's management and the Company's independent auditors.
The Audit Committee has also discussed with the Company's independent
auditors the matters required to be discussed by Statement on Auditing Standards
61 (Communication with Audit Committees).
9
SAS 61 (as codified in AU Section 380 of the Codification of Statements on
Auditing Standards) requires the Company's independent auditors to discuss with
the Company's Audit Committee, among other things, the following:
- methods to account for significant unusual transactions;
- the effect of significant accounting policies in controversial or
emerging areas for which there is a lack of authoritative guidance or
consensus;
- the process used by management in formulating particularly sensitive
accounting estimates and the basis for the auditors' conclusions
regarding the reasonableness of those estimates; and
- disagreements with management over the application of accounting
principles, the basis for management's accounting estimates and the
disclosures in the financial statements.
The Company's independent auditors also provided the Audit Committee with
the written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). Independence
Standards Board Standard No. 1 requires auditors annually to disclose in writing
all relationships that in the auditor's professional opinion may reasonably be
thought to bear on independence, confirm their perceived independence and engage
in a discussion of independence. The Audit Committee has discussed with the
independent auditors their independence from the Company.
Based on its discussions with management and the independent auditors, and
its review of the representations and information provided by management and the
independent auditors, the Audit Committee recommended to the Board of Directors
that the audited financial statements be included in the Company's Annual Report
on Form 20-F for the fiscal year ended September 30, 2004.
PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has adopted policies and procedures relating to the
approval of all audit and non-audit services that are to be performed by the
Company's independent auditors. These policies generally provide that the
Company will not engage its independent auditors to render audit or non-audit
services unless the service is specifically approved in advance by the Audit
Committee or the engagement is entered into pursuant to the pre-approval
procedure described below.
From time to time, the Audit Committee may pre-approve specified types of
services that are expected to be provided to the Company by its independent
auditors during the next 12 months. Any such pre-approval is detailed as to the
particular service or type of services to be provided and is also generally
subject to a maximum dollar amount.
10
PROPOSAL II
APPROVAL OF OUR CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2004
Our Annual Report for the fiscal year ended September 30, 2004 is being
mailed to our shareholders together with this Proxy Statement. Our Consolidated
Financial Statements for the fiscal year ended September 30, 2004 are included
in such report. At the General Meeting, we will review the Operating and
Financial Review and Prospects section of our Annual Report and will answer
appropriate questions related thereto.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that the Consolidated Financial Statements of the Company for
the fiscal year ended September 30, 2004 be, and the same hereby are, approved."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of holders of a majority of the Ordinary Shares
represented in person or by proxy at the General Meeting is necessary for the
approval of the Ordinary Resolution to approve the Consolidated Financial
Statements.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF OUR CONSOLIDATED FINANCIAL STATEMENTS.
11
PROPOSAL III
RATIFICATION AND APPROVAL OF INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors has selected the firm of
Ernst & Young LLP to continue to serve as our independent auditors for the
fiscal year ending September 30, 2005 and until the next annual general meeting,
and the Audit Committee recommends to the shareholders that they (i) ratify and
approve such selection, and (ii) authorize the Audit Committee of the Board of
Directors to fix the remuneration of such auditors. Ernst & Young LLP audited
Amdocs' books and accounts for the fiscal year ended September 30, 2004 and has
served as our independent auditor since 1996. One or more representatives of
Ernst & Young LLP are expected to be present at the General Meeting, will have
an opportunity to make a statement if he or she so desires and will be available
to respond to appropriate questions.
INDEPENDENT ACCOUNTANT FEES AND OTHER MATTERS
The following table summarizes the fees of Ernst & Young LLP, our
independent registered public accountants, billed to us for each of the last two
fiscal years for audit services and billed to us in each of the last two fiscal
years for other services:
FEE CATEGORY 2004 2003
------------ ---------- ----------
Audit Fees(1)............................................... $2,600,000 $1,850,000
Audit-Related Fees(2)....................................... 1,200,000 800,000
Tax Fees(3)................................................. 1,800,000 1,300,000
All Other Fees(4)........................................... -- 100,000
---------------
(1) Audit fees consist of fees associated with the annual audit and reviews of
our quarterly financial results furnished on Form 6-K, consultations on
various accounting issues and performance of local statutory audits.
(2) Audit-related services principally include due diligence examinations, SAS
70 report issuances, assistance with the requirements of the Sarbanes-Oxley
Act of 2002 and related SEC regulations, attestation services that are not
required by statute or regulation and consultations concerning financial
accounting and reporting standards.
(3) Tax fees consist of fees for tax compliance, tax advice and tax planning
services.
(4) All other fees include services other than Audit Fees, Audit-Related Fees
and Tax Fees described above. In fiscal 2003, such other services included
human resource consulting.
It is proposed that the following Ordinary Resolution be adopted at the
General Meeting:
"RESOLVED, that (i) the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending September 30, 2005 and until the
Company's next annual general meeting be, and it hereby is, ratified and
approved, and (ii) the Audit Committee of the Board of Directors be, and it
hereby is, authorized to fix the remuneration of such independent auditors in
accordance with the nature and extent of their services."
REQUIRED AFFIRMATIVE VOTE
The affirmative vote of holders of a majority of the Ordinary Shares
represented in person or by proxy at the General Meeting is necessary for the
approval of the Ordinary Resolution to ratify and approve the appointment of
Ernst & Young LLP and the authorization of the Audit Committee of the Board of
Directors to fix their remuneration.
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AND THE BOARD OF DIRECTORS
RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION AND APPROVAL OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDE-
12
PENDENT AUDITORS AND THE AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX THE
REMUNERATION OF ERNST & YOUNG LLP.
MISCELLANEOUS
OTHER MATTERS
Management of the Company knows of no other business to be transacted at
the General Meeting; but, if any other matters are properly presented to the
General Meeting, the persons named in the enclosed form of proxy will vote upon
such matters in accordance with their best judgment.
ANNUAL REPORT TO SHAREHOLDERS
Our Annual Report for the fiscal year ended September 30, 2004, including
audited financial statements, accompanies this Proxy Statement.
ANNUAL REPORT ON FORM 20-F
Once filed with the SEC, we will provide without charge, at the written
request of any beneficial shareholder as of the Record Date, a copy of our
Annual Report on Form 20-F, including the financial statements, financial
statement schedules and exhibits, as filed with the SEC. Our Annual Report on
Form 20-F will also be accessible to the general public via the Internet at the
SEC's web site located at http://www.sec.gov. Requests for copies of our Annual
Report on Form 20-F should be mailed to our principal United States subsidiary
at:
Amdocs, Inc.
1390 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Fax: (314) 212-8358
E-mail: info@amdocs.com
Attention: Mr. Thomas G. O'Brien
Secretary and Treasurer of Amdocs Limited
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by Amdocs, including
expenses in connection with preparing and mailing this Proxy Statement. In
addition to solicitation of proxies by mail, our directors, officers and
employees (who will receive no additional compensation therefor) may solicit the
return of proxies by telephone, facsimile or personal interview. In addition, we
have retained American Stock Transfer & Trust Company and W.F. Doring & Co. to
assist in the solicitation of proxies. We will also reimburse brokerage houses
and other custodians, nominees and fiduciaries for their expenses in accordance
with the regulations of the NYSE concerning the sending of proxies and proxy
materials to the beneficial owners of our Ordinary Shares.
By Order of the Board of Directors
/s/ Thomas G. O'Brien
THOMAS G. O'BRIEN
Secretary
December 17, 2004
13
APPENDIX A
AMDOCS LIMITED
AUDIT COMMITTEE CHARTER
A. PURPOSE
The Audit Committee of Amdocs Limited (the "Company") is a standing
committee of the Board of Directors. The primary objective of the Audit
Committee is to assist the Board of Directors' oversight of: the Company's
accounting practices; the integrity of the Company's financial statements; the
Company's compliance with legal and regulatory requirements; the independent
auditor's qualifications, independence, and performance; and the internal audit
function.
B. MEMBERSHIP, STRUCTURE AND ADMINISTRATION
1. SIZE AND MEMBER QUALIFICATIONS -- The Audit Committee shall consist of
at least three members of the Board of Directors, all of whom shall be
independent of management and the Company and shall satisfy the independence
requirements as defined, by the applicable rules of the New York Stock Exchange
(NYSE) and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934. Each member
of the Audit Committee shall be financially literate, as such qualification is
interpreted by the Board of Directors in its business judgment, or must become
financially literate within a reasonable period of time after his or her
appointment to the Audit Committee. At least one member of the Audit Committee
shall be an "audit committee financial expert" (as defined by applicable SEC
rules) as determined by the business judgment of the Board of Directors.
2. BOARD OF DIRECTORS AUTHORITY -- Members of the Audit Committee shall be
appointed by the Board of Directors. The Audit Committee shall report regularly
to the Board of Directors. Unless otherwise determined by the Board of
Directors, no member of the Audit Committee may serve on the audit committee of
more than two other public companies. The Board of Directors may remove members
of the Audit Committee from such committee with or without cause.
3. CHAIR -- Unless the Board of Directors elects a Chair of the Audit
Committee, the Audit Committee shall elect one by majority vote.
4. COMPENSATION -- The compensation of the Audit Committee members shall be
as determined by the Board of Directors. No member of the Audit Committee may
receive, directly or indirectly, any compensation from the Company other than
director's fees (in cash and/or company shares or options or in-kind
consideration).
5. MEETINGS -- The Audit Committee shall meet on a schedule and in a manner
the Audit Committee shall establish. The Audit Committee may also act by
unanimous written consent in lieu of a meeting. Periodically, the Audit
Committee shall meet separately with: the independent auditor, members of the
Company's management, and the Company's internal auditor. A special meeting may
be called on not less than 24 hours notice, at any time by the Chairman. The
Audit Committee shall keep such records of its meetings, as it shall deem
appropriate.
6. SUBCOMMITTEES -- The Audit Committee may form and delegate authority to
one or more subcommittees as it deems appropriate from time to time under the
circumstances.
7. AUTHORITY -- The Audit Committee shall maintain unrestricted
communication with the independent auditors, the Company's internal audit
function personnel, counsel and financial management to assure that each
understands and accepts its responsibilities for direct communication with the
Audit Committee as appropriate. The Audit Committee shall have full access to
the books and records of the Company, as well as, full access to interview
employees, if necessary. The Chairman of the Audit Committee shall have the
authority to direct the Company's internal audit function to carry out such
special audit projects as, in the Chairman's judgment, are warranted.
A-1
8. PERFORMANCE AND CHARTER EVALUATIONS -- The Audit Committee shall
maintain this Audit Committee Charter and obtain the approval of the Board of
Directors for all revisions or changes to the Charter. The Audit Committee shall
review and reassess the Charter as conditions dictate or at least annually.
C. RESPONSIBILITIES AND DUTIES
1. GENERAL -- The Audit Committee shall discharge its responsibilities and
shall assess the information provided by the Company's management, the internal
auditor and the independent auditors, in accordance with its business judgment.
Management is responsible for the preparation, presentation, and integrity of
the Company's financial statements and for the appropriateness of the accounting
principles and the reporting policies that are used by the Company. The
independent auditors are responsible for auditing the Company's financial
statements and for reviewing the Company's unaudited interim financial
statements. The authority and responsibilities set forth in this Charter do not
reflect or create any duty or obligation of the Audit Committee to plan or
conduct any audit, to determine or certify that the Company's financial
statements are complete, accurate, fairly presented, or in accordance with
generally accepted accounting principles or applicable law, or to guarantee the
independent auditor's report.
2. OVERSIGHT OF INDEPENDENT AUDITORS
a. Selection and Reporting -- The Audit Committee shall be directly
responsible for appointing, evaluating and, when necessary, terminating the
independent auditors. The Audit Committee is also directly responsible for the
resolution of disagreements between Company management and the independent
auditors regarding financial reporting. The independent auditors shall report
directly to the Audit Committee.
b. Compensation -- The Audit Committee shall take direct responsibility for
setting compensation of the independent auditors. The Audit Committee is
empowered, without further action by the Board of Directors, to cause the
Company to pay the compensation of the independent auditor established by the
Audit Committee.
c. Independence -- On a periodic but no less frequently than annual basis,
the Audit Committee shall obtain from the independent auditors a formal written
statement delineating all their relationships with the Company or professional
services that may impact their objectivity and independence, including those
required to be disclosed by the Independence Standards Board's Standard No. 1.
In addition, the Audit Committee shall review with the independent auditors the
nature and scope of any disclosed relationships or professional services and any
appropriate actions necessary to ensure the continuing independence of the
auditors.
d. Quality-Control Report -- At least annually, the Audit Committee shall
obtain and review a report by the independent auditors describing:
- the internal quality-control procedures at the independent auditor's; and
- any material issues raised by the most recent internal quality-control
review, or peer review, of the independent auditor's firm, or by any
inquiry or investigation by any governmental or professional authorities,
within the preceding five years, relating to one or more independent
audits carried out by the independent auditor's firm, and any steps taken
to deal with any such issues.
e. Preapproval of Services -- The Audit Committee shall preapprove all
audit and non-audit services to be provided to the Company by the independent
auditors; provided however, that de minimus non-audit services may instead be
approved in accordance with applicable NYSE and SEC rules. The Audit Committee
shall cause the Company to disclose in its SEC periodic reports, to the extent
necessary or appropriate, the approval by the Audit Committee of any non-audit
services to be performed by the independent auditor. Any decision of a
subcommittee to preapprove audit or non-audit services shall be presented to the
full Audit Committee at its next scheduled meeting.
f. Review Scope of Services -- The Audit Committee shall meet with the
independent auditors and financial management of the Company to review the scope
of the proposed audit and timely quarterly reviews
A-2
for the current year and the procedures to be utilized. This review should
include an evaluation of the adequacy of the auditor's staffing and
compensation.
g. Discussion of Independent Auditors' Comments and Recommendations -- The
Audit Committee shall meet with the independent auditors to review their
comments and recommendations with respect to:
- internal accounting controls;
- audit difficulties, including restrictions on the scope of the
independent auditors' activities or access to requested information or
significant disagreements with management;
- analyses prepared by management and/or the independent auditor setting
forth significant financial reporting issues and judgments made in
connection with the preparation of the financial statements, including
analyses of the effects of alternative GAAP methods;
- the effect of regulatory and accounting initiatives, as well as off
balance sheet structures; and
- other matters relating to the accounting procedures and records of the
Company.
The Audit Committee shall also review with the independent auditors the
consideration given by management to such and any corrective action taken by
management with respect thereto.
h. Interim Financial Information -- The Audit Committee shall direct the
independent auditor to use its best efforts to perform all reviews of interim
financial information prior to disclosure by the Company of such information and
to discuss promptly with the Audit Committee and the CFO any matters identified
in connection with the auditor's review of interim financial information which
are required to be discussed by applicable auditing standards.
3. REVIEW OF FINANCIAL DATA AND DISCLOSURES
a. Review of Quarterly Reviewed and Annual Audited Financial Data -- The
Audit Committee shall review and discuss the financial data in the quarterly
financial statements and annual report, including the Company's disclosures
under "Operating and Financial Review and Prospects"; any accompanying opinions
of the independent auditors; and matters required to be discussed by applicable
auditing standards with financial management and the independent auditors and
report thereon to the Board of Directors prior to the release, by public filing
or other public disclosure, of earnings.
b. Review of Auditor Reports -- The Audit Committee shall review and
evaluate reports required to be made by the independent auditor pursuant to
critical accounting policies and practices; alternative treatments of financial
information within generally accepted accounting principles that have been
discussed with Company management, ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the independent
auditor; and other material written correspondence between Company management
and the independent auditor, such as a management letter or schedule of
unadjusted differences.
c. Review of Earnings Release and Other Financial Information -- The Audit
Committee shall discuss generally the types of information to be disclosed in
the Company's earnings press releases, as well as in financial information and
earnings guidance provided to analysts, rating agencies and others.
4. REVIEW OF INTERNAL REPORTS AND PROCESSES
a. Review of Internal Audit Function -- The Audit Committee shall review
and evaluate the activities and recommendations of the Company's internal audit
function and the responses of the Company to such recommendations, including the
independence and authority of the function. The Audit Committee is responsible
to review the scope of the internal audit function, as well as, its staffing and
compensation.
b. Oversight of Company's Internal Control Processes -- The Audit Committee
shall coordinate the Board of Director's oversight of the Company's significant
internal control processes, including the process of preparing the interim and
annual financial results; disclosure controls and procedures; internal audit
function; and code of business conduct and ethics. The Audit Committee shall
receive and review the reports of the CEO and CFO required by Rule 13a-14 of the
Securities Exchange Act of 1934.
A-3
c. Succession Planning Process -- The Audit Committee shall review and
evaluate the performance and the succession planning process for the Company's
finance and accounting personnel.
d. Procedure for Complaints -- The Audit Committee shall establish
procedures to provide for (i) receiving, tracking, retaining and treating
complaints received by the Company regarding employee reports of conflicts in
interest; unethical or illegal activities; or accounting, accounting controls,
auditing matters and (ii) the confidential, anonymous submission by employees of
the Company of concerns regarding such matters. The Audit Committee shall
establish procedures for the reporting of such matters, when significant, to the
Board of Directors.
e. Discussion with Company Counsel -- The Audit Committee shall review
periodically legal, environmental, code of ethics, and related matters with the
Company's counsel.
f. Hiring Policies -- The Audit Committee shall establish policies
regarding the hiring of employees or former employees of the Company's
independent auditors.
5. ADMINISTRATION
a. Audit Committee Independence -- Periodically, the Audit Committee shall
make inquiry of each member of the Audit Committee to confirm compliance with
independence requirements as defined by Section 301 of the Sarbanes-Oxley Act of
2002 to the extent applicable to the Company.
b. Outside Consultants -- The Audit Committee shall retain independent
counsel or consultants if necessary to carry out responsibilities. The Audit
Committee is empowered, without further action by the Board of Directors, to
cause the Company to pay the compensation of such advisors.
c. Administrative Expenses -- The Audit Committee is empowered, without
further action by the Board of Directors, to cause the Company to pay the
ordinary administrative expenses of the Audit Committee that are necessary or
appropriate to carry out its duties.
d. Report to Board of Directors -- The Audit Committee shall report, no
less frequently than annually or more frequently as circumstances require, to
the Board of Directors concerning the Audit Committee's actions since the
previous report and the Audit Committee's agenda for the ensuing year, which
report shall contain recommendations as appropriate.
e. Audit Committee Report -- The Audit Committee shall prepare an annual
committee report as necessary or appropriate under the rules and regulations of
the SEC.
f. Written Affirmation to the NYSE -- On an annual basis, no later than one
month after the Annual Meeting of Stockholders, and after each change in the
composition of the Audit Committee, the Audit Committee shall direct the Company
to prepare and provide to the NYSE such written confirmations regarding the
membership and operation of the Audit Committee as the NYSE rules require.
g. Annual Self-Evaluation -- At least annually, the Audit Committee shall
evaluate its own performance.
6. OTHER RESPONSIBILITIES
a. Review of Other Outside Reports -- The Audit Committee shall review
reports received from regulators and other legal and regulatory matters that
have been brought to the attention of the Audit Committee and that may have a
material effect on the financial statements or related company compliance
policies.
b. Other investigations -- The Audit Committee shall conduct or authorize
investigations into any matter brought to the Audit Committee's attention within
the scope of its duties, including anything as may be referred to the Audit
Committee by the Board of Directors.
c. Other Matters -- The Audit Committee shall consider such other matters
in relation to the financial affairs of the Company as the Audit Committee may,
in its discretion, determine to be advisable.
d. Additional Powers -- The Audit Committee shall have such other duties as
may be delegated from time to time by the Board of Directors.
A-4
APPENDIX B
AMDOCS LIMITED
CATEGORICAL STANDARDS
In addition to applying the requirements under the NYSE rules, the Board
has adopted guidelines to assist it in determining whether a director has a
"material relationship" with the Company. Under these guidelines, a director
will be considered to have a material relationship with the Company if during
the last three years prior to the independency determination date:
- Charitable Contributions. The director, or an immediate family member of
the director, has served as an executive officer of a charitable
organization that receives payments from the Company in an amount which,
in any single fiscal year since the determination date, exceeds the
greater of $1,000,000, or 2% of such charitable organization consolidated
gross revenues as reported in its last completed fiscal year;
- Indebtedness. The director or an immediate family member of the director
has served, as an executive officer of another company which was indebted
to the Company, or to which the Company was indebted, at the time the
director was serving as an executive officer, where the total amount of
either company's indebtedness to the other in any single fiscal year
since the determination date exceeds five percent (5%) of such company's
consolidated gross revenues as reported in its last completed fiscal
year;
For purposes of the above standards: (i) "COMPANY" includes Amdocs Limited
and any parent or subsidiary that would be required under U.S. generally
accepted accounting principles to prepare financial statements on a consolidated
basis; and (ii) "IMMEDIATE FAMILY MEMBER" includes a person's spouse, parents,
children, siblings, mothers and fathers-in-law, sons and daughters-in-law,
brothers and sisters-in-law, and anyone (other than domestic employees) who
shares such person's home, other than individuals who are no longer immediate
family members as a result of legal separation or divorce, or those who have
died or become incapacitated.
B-1
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
AMDOCS LIMITED
JANUARY 20, 2005
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
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| |
|PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X] |
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FOR AGAINST ABSTAIN
1. Election of Directors: 2. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS [ ] [ ] [ ]
FOR FISCAL YEAR 2004.
NOMINEES:
[ ]FOR ALL NOMINEES O Bruce K. Anderson
O Adrian Gardner
O Dov Baharav
[ ]WITHHOLD AUTHORITY O Julian A. Brodsky 3. RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP [ ] [ ] [ ]
FOR ALL NOMINEES O Charles E. Foster AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD
O Eli Gelman TO FIX REMUNERATION.
[ ]FOR ALL EXCEPT O James S. Kahan
(See instructions below) O Nehemia Lemelbaum
O John T. McLennan
O Robert A. Minicucci
O Simon Olswang
O Mario Segal
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you
wish to withhold, as shown here:
--------------------------------------------------------------------------------
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that [ ]
changes to the registered name(s) on the account may not be submitted via
this method.
--------------------------------------------------------------------------------
Signature of Shareholder _________________________ Date: __________ Signature of Shareholder _______________________ Date: _______
NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
AMDOCS LIMITED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Bruce K. Anderson and Thomas G. O'Brien
as Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and vote, as designated on the reverse side, all Ordinary
Shares of Amdocs Limited (the "Company") held of record by the undersigned on
November 24, 2004, at the annual General Meeting of shareholders to be held on
January 20, 2005 or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMDOCS LIMITED
/s/ Thomas G. O'Brien
-------------------------------
Thomas G. O'Brien
Treasurer and Secretary
Authorized U. S. Representative
Date: December 20, 2004