Elron Ventures loses independent majority on board; to convene emergency meeting to appoint external director

The departure of external director Ronit Ritz-Bueno, following a full three-year term, has left Elron Ventures without an independent majority on its board of directors. The company is rushing to convene a special meeting to rectify the situation in less than two weeks.

Investment firm Elron Ventures reported the conclusion of external director Ronit Ritz-Bueno's term on October 10, 2026. Her departure means the board no longer meets the bylaws requirement for a majority of independent directors. In response, the company called a special shareholders meeting for October 22 to appoint a new external director.

Investment firm Elron Ventures, traded on the Tel Aviv Stock Exchange, reported today (Oct 11) a material change in its board composition, with immediate implications for the company's corporate governance. External director Ronit Ritz-Bueno concluded her role on October 10, 2026, upon the completion of a full three-year term that began on October 10, 2023.

According to the filing submitted to the Israel Securities Authority, Ritz-Bueno's departure does not involve special circumstances that need to be brought to investors' attention, but rather stems from the expiration of the statutory term of office. However, this departure has a direct and immediate impact on the board's structure. The company explicitly noted that following her departure, "the proportion of independent directors serving on the board has decreased below the proportion of independent directors required in accordance with the provisions of the bylaws regarding board independence." It was further reported that the company's board no longer has a majority of independent directors.

Ritz-Bueno's tenure was significant to the company's control structure, as she served as a member of three key board committees: the audit committee, the compensation committee, and the investment committee. These roles underscore the need for a swift appointment to maintain the functional continuity of these committees.

Elron Ventures is acting swiftly to rectify the situation and restore compliance with the bylaws and proper corporate governance requirements. The company announced that as early as October 22, 2026, just 12 days after the end of the term, a special general meeting of shareholders will be held. On the meeting's agenda is a single item: the appointment of a new external director to replace Ritz-Bueno and restore the required independent majority to the board. The speed of the response demonstrates the importance the company attributes to this issue.