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 Practice for GPW Listed Companies 2021” (statement of compliance). Following the entry into force of the Best Practice for GPW Listed Companies 2021, the Board of Directors of the Company has adopted the recommendations and principles specified in the aforementioned document, except for the principles included in items 1.4., 1.4.1., 1.4.2., 1.5., 2.1., 2.11.3., 2.11.5., 2.11.6., 3.6., 3.9., 6.2., 6.3., 6.4.
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, including three non-executive directors, two of whom are independent.
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: Andrii Miski-Oglu (chairman of the committee), Daria Danilczuk and Mykhaylo Mishov.
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 Mykhaylo Mishov (chairman of the committee), Andrii Miski-Oglu, and Andrii Verevskyi, chairman of the board of directors.
The primary function of the sustainability committee is to assist the board of directors in identifying, prioritizing, and executing the company’s strategic activities in the areas of climate risks and opportunities, decarbonization, environmental protection, as well as development of social and human capital. The sustainability committee is composed of non-executive directors Daria Danilczuk (chairwoman of the committee), Mykhaylo Mishov, Anastasiia Usachova, and Yevgen Osypov, the Company’s chief executive officer.
For detailed information in respect to the Company’s activities in sustainable development, please refer to the FY2023 Annual Report, or contact us at [email protected]
The Company’s annual and consolidated accounts are certified by an external auditor appointed by the annual general meeting of shareholders. PwC Société coopérative has been the Company’s auditor since December 2021.
For detailed information in respect to the Company’s corporate governance, please refer to the Articles of Association and the FY2023 Annual Report, or contact us at [email protected].
