Corporate Governance

Kernel Holding S.A. is a public company listed on the Warsaw Stock Exchange and registered in Luxembourg.

Fully adhering to the corporate law of the Grand Duchy of Luxembourg, the Company also voluntarily aims to comply with the Code of Best Practice for companies listed on the Warsaw Stock Exchange and the Ten Principles of Corporate Governance issued by Luxembourg Stock Exchange, with exceptions as mentioned in FY2016 annual report. The Company's corporate governance framework is defined as a separate chapter of its Articles of Association.

The Company's board of directors is composed of eight directors, three of whom are independent. A short biography is provided here.

The board of directors has an audit committee, the primary function of which is to assist in monitoring the reliability and integrity of the financial information provided by the Company and in generally reviewing and assessing the auditing, accounting and financial reporting processes of the Company. The audit committee is composed of non-executive independent directors: Sergei Shibaev (chairman of the committee), Nathalie Bachich and Andrzej Danilczuk.

The primary function of the nomination and remuneration committee is to assist the board of directors in establishing criteria and remuneration procedures for directors, in considering any remuneration for directors, and in considering any candidate for appointment or reappointment to the board of directors. The nomination and remuneration committee is composed of independent directors Andrzej Danilczuk(chairman of the committee), Nathalie Bachich and Andriy Verevskyy, chairman of the board of directors.

The Company’s annual and consolidated accounts are certified by an external auditor appointed by the annual general meeting of shareholders. Deloitte Audit S.à r.l. has been the Company's auditor since FY2012.

For detailed information in respect to the Company's corporate governance, please refer to the Articles of Association and the FY2016 Annual Report, or contact us at ir@kernel.ua.