The business and affairs of Kornit Digital are managed by its officers under the direction of a nine-member board of directors. In compliance with the Nasdaq listing rules, a majority of the members of Kornit's board of directors are "independent directors," as defined under those listing rules. Kornit's board has established an audit committee and a compensation committee, each comprised solely of independent directors. The operations of each of those committees is governed by a charter adopted by the board of directors.
As a result of its compliance with the Nasdaq listing rules requirements concerning the composition of its board of directors, audit committee and compensation committee, and its lacking a controlling shareholder, Kornit has elected to exempt itself from the Israeli Companies Law requirements for appointment of "external directors" and as to the composition of its audit and compensation committees.
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.
Kornit is committed to transparency to its shareholders in all aspects of its corporate governance, in keeping with its status as a company whose shares are registered under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and listed on the Nasdaq Global Select Market. Kornit seeks to implement that commitment by way of its public disclosures, including press releases and reports filed with the U.S. Securities and Exchange Commission. Notwithstanding our status as a “foreign private issuer” under the Exchange Act, we at Kornit have agreed, commencing with our 2021 annual general meeting of shareholders, to voluntarily enhance the information that we provide concerning the results of the voting on proposals at our annual and special shareholder meetings.