Kernel Holding S.A. is a public company registered in Luxembourg. Its shares are traded on the Warsaw Stock Exchange since 2007.

The Company complies with most of the provisions of the code of corporate governance “Best Practices of WSE Listed Companies 2016” (statement of compliance). Following the entry into force of the Best Practice for GPW Listed Companies 2016, the Board of Directors of the Company has adopted the recommendations and principles specified in the aforementioned document, except for the recommendations included in items IV.R.2 and the detailed principles included in items I.Z.1.16, I.Z.1.20, IV.Z.2, VI.Z.4. At the same time, the Board of Directors decided that the recommendations and detailed principles, marked as items II.Z.11, III.Z.6. and IV.R.3 do not apply to the Company.

Additionally, the Company voluntarily complies with most of the provisions of the “X Principles of Corporate Governance of the Luxembourg Stock Exchange”. The Company complies with the corporate governance principles contained in the last published annual report. The Company’s corporate governance framework is defined in the Articles of Association and the Corporate Governance Charter.

The Company constantly strives to maintain a high level of gender, education, age, and professional experience diversity within its governing bodies, understanding the vital role of the diversity in maximizing shareholders’ value. The diversity was further strengthened during last several years/. Kernel closely follows the principles of diversity declared in numerous internal company’s documents and company’s Equality, Diversity and Inclusion Policy (EDI).

The Company’s board of directors is composed of eight directors, three of whom are independent.

 

 

AUDIT COMMITTEE

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 directors: Serhiy Shybaiev (chairman of the committee), Nathalie Bachich and Andrzej Danilczuk.

NOMINATION AND REMUNERATION COMMITTEE

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 non-evecutive directors Andrzej Danilczuk (chairman of the committee), Nathalie Bachich and Andriy Verevskyi, chairman of the board of directors.

COMPANY’S AUDIT

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 2012.

For detailed information in respect to the Company’s corporate governance, please refer to the Articles of Association and the FY2017 Annual Report, or contact us at ir@kernel.ua.