Nucleus (Holdings) SCA is not listed on the Luxembourg Stock Exchange.

However, Nucleus has decided to adopt the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange
 

Ten Principles of Corporate Governance of the Luxembourg Stock Exchange

Principle 1 – Corporate governance framework

The company will adopt a clear and transparent corporate governance framework for which it will provide adequate disclosure.

Principle 2 – Duties of the board

The board will be responsible for the management of the company. As a collective body, it will act in the corporate interest and serve the common interests of the shareholders ensuring the sustainable development of the company.

Principle 3 – Composition of the board and the special committees

The board will be composed of competent, honest and qualified persons. Their choice will take account of the specific features of the company.

The board will establish the special committees necessary or the proper performance of its task.

Principle 4 – Appointment of directors and executive managers

The company will establish a formal procedure for the appointment of directors and executive managers.

Principle 5 – Conflicts of interest

The directors will take decisions in the best interests of the company. They will warn the board of possible conflicts between their direct or indirect personal interests and those of the company or any subsidiary controlled by the company. They will refrain from participating in any deliberation or decision involving such a conflict, unless they relate to current operations, concluded under normal conditions.

Principle 6 – Evaluation of the performance of the board

The board will regularly evaluate its performance and its relationship with the executive management.

Principle 7 – Management structure

The board will set up an effective structure of executive management. It will clearly define the duties of executive management and delegate to it the necessary powers for the proper discharge of these duties.

Principle 8 – Remuneration policy

The company will secure the services of qualified directors and executive managers by means of a suitable remuneration policy that is compatible with the long-term interests of the company.

Principle 9 – Financial reporting, internal control and risk management

The board will establish strict rules, designed to protect the company’s interests, in the areas of financial reporting, internal control and risk management.

Principle 10 – Shareholders

The company will respect the rights of its shareholders and ensure they receive equitable treatment.

The company will establish a policy of active communication with the shareholders.