UNITED STATES
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 2006
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
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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 LOGO)
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 18, 2007
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 18, 2007, at the offices of
WilmerHale, 399 Park Avenue, New York, New York, 31st floor, for the following
purposes:
1. To elect 13 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, 2006; and
3. To ratify and approve the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year
ending September 30, 2007, 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 public
accounting firm in accordance with the nature and extent of its
services.
Our shareholders will also act on such other business as may properly come
before the annual general meeting.
The Board of Directors has fixed the close of business on November 20, 2006
as the record date for the determination of our shareholders entitled to notice
of, and to vote on the matters proposed at, the annual general meeting and any
adjournments thereof.
YOUR VOTE IS IMPORTANT
ALL SHAREHOLDERS OF AMDOCS LIMITED (WHETHER THEY EXPECT TO ATTEND THE ANNUAL
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 ANNUAL GENERAL MEETING AND VOTE IN PERSON.
By Order of the Board of Directors
-s- Thomas G. O'Brien
THOMAS G. O'BRIEN
Secretary and Treasurer
December 14, 2006
------------
A proxy card and the Annual Report for the
fiscal year ended September 30, 2006 are enclosed.
AMDOCS LIMITED
PROXY STATEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JANUARY 18, 2007
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 18,
2007, at the offices of WilmerHale, 399 Park Avenue, New York, New York, 31st
floor, 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 14, 2006.
At the General Meeting, the holders of our Ordinary Shares as of the close
of business on November 20, 2006 (the "Record Date") will be asked to take the
following actions:
1. Elect 13 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);
2. Approve our Consolidated Financial Statements for the fiscal year
ended September 30, 2006 (Proposal II); and
3. Ratify and approve the appointment of Ernst & Young LLP as our
independent registered public accounting firm for the fiscal year
ending September 30, 2007, and until the next annual general
meeting, and authorize the Audit Committee of the Board of
Directors to fix the remuneration of such independent registered
public accounting firm in accordance with the nature and extent of
its 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 207,332,729 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 Proposals II and III. Each shareholder may specify that his,
her or its Ordinary Shares may be voted "for" any of the director nominees named
in Proposal I, or they may be "withheld" from any such nominees. 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, or the
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 (the "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 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.
2
PROPOSAL I
ELECTION OF DIRECTORS
The Board of Directors of the Company is comprised of 13 directors, and,
currently, 13 individuals are serving as directors. As set forth below, the
Board of Directors has nominated 13 individuals as nominees for election as
directors at the General Meeting, 12 of whom are incumbent directors and one of
whom was appointed by our Board in November 2006. Each director elected at the
General Meeting 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 13 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 66 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 and business services 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.
Adrian Gardner 44 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 plc, a pharmaceuticals company
based in the United Kingdom and listed on the London
Stock Exchange, 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.
Charles E. Foster 70 Mr. Foster has been a director of Amdocs since December
2001 and is Chairman of the Nominating and Corporate
Governance Committee. He was Chairman of the Board of
Prodigy Communications Corporation from June until
November 2001. From 1997 until 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. On November 18, 2005, SBC acquired AT&T
Corp. and became AT&T Inc., which we refer to as AT&T.
AT&T, together with its affiliates, holds 5.2% of our
outstanding Ordinary Shares and is a significant
customer of ours. Mr. Foster serves as trustee of the
Southwest Foundation for Bio-Medical Research, a non-
profit research institute. Mr. Foster is a member of
the Texas Society of Professional Engineers and a
director of Morningside Ministries, a non-profit
operator of nursing homes in the San Antonio area.
3
NAME AGE
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James S. Kahan 59 Mr. Kahan has been a director of Amdocs since April
1998 and is Chairman of the Compensation Committee.
Since 1993, he has worked at SBC, which is now known as
AT&T, and currently serves as a Senior Executive Vice
President, a position he has held since 1992. AT&T,
together with its affiliates, holds 5.2% of our
outstanding Ordinary Shares and is a significant
customer of ours. Prior to joining AT&T, Mr. Kahan held
various positions at several telecommunications
companies, including Western Electric, Bell
Laboratories, South Central Bell and AT&T Corp.
Dov Baharav 56 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.
Julian A. Brodsky 73 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.
Eli Gelman 48 Mr. Gelman has been a director of Amdocs and the
Executive Vice President of Amdocs Management Limited
since July 2002 and its Chief Operating Officer since
October 2006. Mr. Gelman has more than 28 years of
experience in the software industry, including the last
17 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 market, which we now refer to as the Integrated
Customer Management 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.
Nehemia Lemelbaum 64 Mr. Lemelbaum has been a director of Amdocs since
December 2001 and was a Senior Vice President of Amdocs
Management Limited from 1985 until January 2005. 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 customer care and billing
systems, as well as our penetration into that 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.
4
NAME AGE
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John T. McLennan 61 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, Emera Inc., a Canadian publicly
held energy services company, Hummingbird Ltd., a
Canadian publicly held enterprise management software
company, Medisys Health Group Inc., a Canadian publicly
held health services company, and several other private
software and communication companies.
Robert A. Minicucci 54 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 12 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 63 Mr. Olswang has been a director of Amdocs since
November 2004. In 2002, Mr. Olswang retired as Chairman
of Olswang, a media and communication law firm in the
United Kingdom that he founded in 1981. He is a member
of the Boards of Directors of The British Library, DIC
Entertainment Corporation and the British Screen
Advisory Council, and he 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 59 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 our directory automation systems
and our customer care and billing 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.
5
NAME AGE
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Joseph Vardi 64 Dr. Vardi has been a director of Amdocs since November
2006. He co-founded numerous technology and other
companies, including Advanced Technology Ltd,
International Technologies Lasers Ltd and Contigo
Mobility Inc. In 1998, Dr. Vardi served as chairman of
Mirabilis Ltd., which created ICQ, the first internet-
wide instant messaging application, and which was
acquired by America Online Inc in 1998. Dr. Vardi has
served as an advisor to AOL since 1999. From 2003 to
2005, Dr. Vardi served as an advisor to Amazon Inc.
Since May 2006, he has served as an advisor to
Commtouch Software Ltd., an email security company, and
since April 2006, he has served as an advisor to RichFX
Inc., a rich media merchandising company. From 1970 to
1974, Dr. Vardi was Director General of the Israeli
Ministry of Development, and from 1977 to 1979, he was
Director General of the Ministry of Energy and the
chairman of the Israeli National Oil Company. From 1971
to 1974 he was chairman of Israel Chemicals LTD.,
Israel's largest natural resources company. Dr. Vardi
has served on the boards of numerous government and
private corporations, including the advisory board of
the Central Bank of Israel, Israel Electric Corp.,
Bezeq, Scitex and Israel Oil Refineries LTD.
BOARD COMMITTEES
Our Board of Directors has formed four committees as described 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 independent registered public accounting firm,
the scope of the annual audits, fees to be paid to our independent registered
public accounting firm, the performance of our independent registered public
accounting firm, and assists with the Board of Directors' oversight of our
accounting practices, financial statement integrity and compliance with legal
and regulatory requirements, including establishing and maintaining adequate
internal control over financial reporting. The current members of our Audit
Committee are Messrs. Gardner (Chair), Foster, McLennan and Olswang, all of whom
are independent directors, as required 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, or the SEC, and that each member of the
Audit Committee is financially literate as required by the rules of the NYSE.
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.
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. Foster (Chair), Kahan, Brodsky,
Gardner and Segal, all of whom are independent directors, as required by the
rules of the NYSE, 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. The Nominating and Corporate Governance Committee has approved
corporate governance guidelines that are also 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. Kahan (Chair), Anderson and Minicucci, all of whom are independent
directors, as required 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.
6
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 (Chair), 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 six meetings. In
addition, the Audit Committee held 11 meetings, the Compensation Committee held
one meeting, the Nominating and Corporate Governance Committee held four
meetings and the Executive Committee held five meetings in the 2006 fiscal year.
During fiscal 2006, 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. During fiscal 2006, our directors who are
not our employees, which we refer to as Non-Employee Directors, held one meeting
without management present. Executive sessions of the Non-Employee Directors are
generally held in conjunction with regularly scheduled meetings of the Board of
Directors. At other times, such meetings may be held at the request of any Non-
Employee Director. The presiding director of each such executive session is
elected by the Non-Employee Directors who attend such executive session.
Shareholders and other interested parties may communicate directly with the
presiding directors or with the independent directors as a group as described
below under the heading "Communicating with the Independent Directors."
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.
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 or presiding directors should address
such communications c/o Corporate Secretary, Amdocs Inc., 1390 Timberlake Manor
Parkway, Chesterfield, Missouri 63017.
SIGNIFICANT CORPORATE GOVERNANCE DIFFERENCES
We believe there are no significant ways that our corporate governance
practices differ from those followed by U.S. domestic issuers under the NYSE
listing standards.
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 10 of our 13 directors has
no material relationship with the Company and is therefore independent: Messrs.
Anderson, Gardner, Brodsky, Foster, Kahan, McLennan, Minicucci, Olswang and
Segal and Dr. Vardi.
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.
7
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
Our 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 $35,000. Each member of our Audit and Executive Committees who
is a Non-Employee Director receives an annual cash payment of $10,000. In
addition, the chairmen of our Audit and Executive Committees each receive an
annual cash payment of $10,000 and the chairman of our Compensation and
Nominating and Corporate Governance Committees each receive an annual cash
payment of $5,000. Upon election or appointment to our Board of Directors, each
Non-Employee Director receives an initial option grant for the purchase of
12,000 Ordinary Shares. Thereafter, each Non-Employee Director receives an
annual option grant for the purchase of 11,500 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
members of our Audit Committee or Executive Committee, who each 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 2006 fiscal year, we granted to 10 Non-Employee Directors
options to purchase an aggregate of 75,000 Ordinary Shares at a weighted average
price of $27.60 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, Charles E. Foster, James
S. Kahan, Dov Baharav, Julian A. Brodsky, Eli Gelman, Nehemia Lemelbaum, John T.
McLennan, Robert A. Minicucci, Simon Olswang, Mario Segal and Joseph Vardi be,
and each hereby is, elected to serve as a director of the Company until 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 20, 2006 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 executive 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 207,332,729 Ordinary Shares
outstanding as of November 20, 2006. 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 20, 2006, other than Mr. Kahan, none of our directors or
senior managers beneficially owned 1% or more of our outstanding Ordinary
Shares. As of November 20, 2006, none of our directors or senior managers will
be able to vote 1% or more of our outstanding Ordinary Shares at the General
Meeting.
SHARES BENEFICIALLY PERCENTAGE
NAME OWNED OWNERSHIP
---- ------------------- ----------
Massachusetts Financial Services Company(1)........ 19,359,027 9.3%
AT&T Inc.(2)....................................... 10,747,698 5.2%
All directors and executive officers as a group (18
persons)(3)...................................... 17,608,962 8.5%
--------
(1) The address of Massachusetts Financial Services Company ("MFS") is 500
Boylston Street, Boston, Massachusetts 02116. Based on a Schedule 13G
filed by MFS with the SEC on February 14, 2006, as of December 31, 2005,
MFS had sole voting power over 19,164,807 of our Ordinary Shares and sole
dispositive power over 19,359,027 Ordinary Shares.
(2) The address of AT&T Inc. is 175 East Houston, San Antonio, Texas 78205.
Based upon information provided to us by AT&T, as of November 20, 2006,
AT&T beneficially owned 10,747,698 of our Ordinary Shares. James S.
Kahan, Senior Executive Vice President of AT&T, serves on our Board of
Directors.
(3) Includes Ordinary Shares held by AT&T. See footnote 2 above. Mr. Kahan,
Senior Executive Vice President of AT&T, serves on the Company's Board of
Directors and, accordingly, may be deemed to be the beneficial owner of
the Ordinary Shares held by AT&T. Mr. Kahan disclaims beneficial
ownership of such shares. Also includes options granted to such directors
and executive officers that are exercisable within 60 days of November
20, 2006.
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 registered public accounting firm is
responsible for conducting an independent audit of the Company's annual
financial statements in accordance with generally accepted accounting
principles, as well as an independent audit of management's assessment of the
Company's internal control over financial reporting, and issuing reports on the
results of their audits. 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, 2006 and has discussed these financial
statements with the Company's management and the Company's independent
Registered public accounting firm.
The Audit Committee has also discussed with the Company's independent
registered public accounting firm the matters required to be discussed by
Statement on Auditing Standards 61 (Communication with Audit Committees). SAS 61
(as codified in AU Section 380 of the Codification of Statements on Auditing
Standards)
9
requires the Company's independent registered public accounting firm 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 registered public accounting firm 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 registered public accounting
firm its independence from the Company.
Based on its discussions with management and the independent registered
public accounting firm, and its review of the representations and information
provided by management and the independent registered public accounting firm,
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, 2006.
PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has adopted policies and procedures relating to the
pre-approval of all audit services to be provided to the Company, whether
provided by the Company's principal auditor or other firms, and all other
services to be provided to the Company by its independent registered public
accounting firm. These policies generally provide that the Company will not
engage its independent registered public accounting firm 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
registered public accounting firm 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, 2006
Our Annual Report for the fiscal year ended September 30, 2006 is being
mailed to our shareholders together with this Proxy Statement. Our Consolidated
Financial Statements for the fiscal year ended September 30, 2006 are included
in our Annual 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, 2006 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 REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has selected the firm of
Ernst & Young LLP to continue to serve as our independent registered public
accounting firm for the fiscal year ending September 30, 2007 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 registered
public accounting firm. Ernst & Young LLP audited Amdocs' books and accounts for
the fiscal year ended September 30, 2006 and has served as our independent
registered public accounting firm 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 accounting firm, 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 2006 2005
------------ ---------- ----------
Audit Fees(1)........................................ $3,500,000 $2,700,000
Audit-Related Fees(2)................................ 1,500,000 1,100,000
Tax Fees(3).......................................... 1,100,000 1,500,000
--------
(1) Audit fees consist of fees associated with the annual audit and reviews
of the Company's quarterly financial results submitted 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 and attestation services that are not required by
statute or regulation.
(3) Tax fees consist of fees associated with tax compliance, tax advice and
tax planning services.
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 registered public accounting firm for the fiscal year ending
September 30, 2007 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 registered public accounting firm 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 INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND THE AUTHORIZATION OF THE AUDIT COMMITTEE TO FIX THE
REMUNERATION OF ERNST & YOUNG LLP.
12
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, 2006, 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 14, 2006
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 qualifications,
independence, and performance of the Company's registered public accounting firm
(the "independent auditor"); 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.
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.
A-1
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, for the appropriateness of the accounting
principles and the reporting policies that are used by the Company and for
establishing and maintaining adequate internal control over financial reporting.
The independent auditors are responsible for auditing the Company's financial
statements and the Company's internal control over financial reporting 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
oversight of the independent auditor's work, including 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
firm; 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. Pre-approval of Services -- The Audit Committee shall pre-approve all
audit services to be provided to the Company, whether provided by the principal
auditor or other firms, and all other services (review, attest and non-audit) to
be provided to the Company by the independent auditor; provided, however, that
de minimis non-audit services may instead be approved in accordance with
applicable NYSE and SEC rules. The Audit Committee shall cause the Company to
disclose comply with any applicable disclosure requirements regarding approval
by the Audit Committee of any non-audit services to be performed by the
independent auditor. Any decision of a subcommittee to pre-approve 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 quarterly reviews 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.
A-2
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 meet to review and discuss the financial data in the
quarterly financial statements and annual report, including the Company's
specific 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 type and presentation 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.
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.
A-3
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.
g. Risk Management -- The Audit Committee shall discuss the Company's
policies with respect to risk assessment and risk management, including
guidelines and policies to govern the process by which the Company's exposure to
risk is handled. The Audit Committee should also discuss the Company's major
financial risk exposures and steps taken by management to monitor and control
such exposures.
h. Related Party Transactions -- The Audit Committee shall review and
approve the Company's policies and procedures for reviewing and approving
related party transactions (i.e., transactions within the scope of Item 7.B. of
Form 20-F), and, to the extent no other policy or procedure applies to a
particular proposed related party transaction, the Audit Committee shall have
the authority to review and approve such transaction.
5. ADMINISTRATION
a. Audit Committee Independence -- 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.
A-4
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-5
APPENDIX B
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 18, 2007
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. -
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
1. Election of Directors: FOR AGAINST ABSTAIN
2. APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS
NOMINEES: FOR FISCAL YEAR 2006. [ ] [ ] [ ]
[ ] FOR ALL NOMINEES [ ] Bruce K. Anderson
[ ] Adrian Gardner
[ ] Charles E. Foster
[ ] James S. Kahan 3. RATIFICATION AND APPROVAL OF ERNST & YOUNG LLP
WITHHOLD AUTHORITY [ ] Dov Baharav AND AUTHORIZATION OF AUDIT COMMITTEE OF BOARD
[ ] FOR ALL NOMINEES [ ] Julian A. Brodsky TO FIX REMUNERATION. [ ] [ ] [ ]
[ ] Eli Gelman
[ ] Nehemia Lemelbaum
[ ] John T. McLennan
[ ] Robert A. Minicucci
FOR ALL EXCEPT [ ] Simon Olswang
[ ] (See instructions below) [ ] Mario Segal
[ ] Joseph Vardi
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: [X]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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 20, 2006, at the annual General Meeting of shareholders to be held on
January 18, 2007 or any adjournment thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
14475
SIGNATURES
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 14, 2006