The business and affairs of Kornit Digital are managed by its officers under the direction of a nine-member board of directors. Kornit is exempt from the requirement of having a majority of independent directors serve on its board or a nominating committee comprised entirely of independent directors. This is because Fortissimo Capital currently holds more than 50% of the shares of Kornit and, as a result, Kornit is considered a "controlled company" under Nasdaq corporate governance rules.
Nevertheless, four members of the board of directors of Kornit are independent (two of which serve as "external directors" under the Israeli Companies Law) and Kornit has established an audit committee and a compensation committee comprised solely of independent directors. The operations of each of those committees is governed by a charter adopted by the board of directors.
Kornit's Board has adopted a Corporate Code of Ethics applicable to its directors, executive officers and all other employees. The Code contains provisions specifically applicable to the Chief Executive Officer, Chief Financial Officer, Controller and other persons performing similar functions, and addresses their duties with respect to conflicts of interest, fair and accurate disclosure, reporting obligations with respect to internal control deficiencies and fraud, compliance with applicable laws, and other matters.
Kornit has also implemented a whistleblower policy that enables any employee to submit, on an confidential and anonymous basis, a good-faith concern regarding observed illegal or unethical behavior or questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.
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