Board Charter & Terms of Reference

1. Composition#

• Minimum 3, maximum 9 directors.
• Majority independent non-executives at the earlier of (a) Series A, or (b) 12 months from incorporation.
• Independent chair separate from CEO.
• At least one director with telecoms regulatory experience and one with cybersecurity experience.

2. Role & decision rights#

• Setting strategy and risk appetite.
• Approving annual budget and any single capital commitment > £250k.
• Approving any material change to the licence perimeter (e.g. taking the wallet in-house).
• Appointing and removing the CEO, CFO, CTO, CISO and Head of Compliance.
• Approving the annual Modern Slavery and Information Security statements.

3. Meetings#

Monthly for the first 24 months; quarterly thereafter. Quorum: 3 directors including 1 independent. Minutes retained for 10 years.

4. Delegated committees#

• Risk & Compliance
• Security & Resilience
• Audit

5. Review & ownership#

Owner: Board Chair. Reviewed annually.