Boku complies with the Corporate Governance Code to the extent appropriate for a company of its nature and size. The Board also proposes to follow, as far as practicable, the recommendations in the QCA Guidelines, which have become a widely recognised benchmark for corporate governance of smaller quoted companies, particularly AIM companies.
The Company’s main country of operation is the UK. The Company is incorporated in and subject to the laws of the State of Delaware, United States, and is subject to the exclusive jurisdiction of the courts of the State of Delaware and is governed by Delaware law and by the Company’s Certificate of Incorporation and Bylaws. As such, the Directors are subject to customary fiduciary duties under Delaware law. The rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
The Board will meet at least once every two months to review, formulate and approve the Company’s strategy, budgets, corporate actions and oversee the Company’s progress towards its goals.
It has established an audit committee and a remuneration committee with formally delegated duties and responsibilities and with written terms of reference.
From time to time, separate committees may be set up by the Board to consider specific issues when the need arises. Due to the size of the Company, the Directors have decided that issues concerning the nomination of directors will be dealt with by the Board rather than by a committee.
The audit committee is chaired by Clint Smith and its other members are Richard Hargreaves and Mark Britto, all of whom are non-executive directors. The audit committee will meet formally at least two times a year and otherwise as required. It will have the responsibility for ensuring that the financial performance of the Company is properly reported on and reviewed and its role includes monitoring the integrity of the financial statements of the Company (including annual and interim accounts and results announcements), reviewing internal control and risk management systems, reviewing any changes to accounting policies, reviewing and monitoring the extent of the non-audit services undertaken by external auditors, and advising on the appointment of external auditors. Mr Smith will retire from the Board in April 2018 and his replacement as Chairman of the audit committee will be Mr Butcher.
The remuneration committee is chaired by Richard Hargreaves and its other members are Mark Britto and Keith Butcher (who will join the committee conditional upon Admission), all of whom are non-executive directors. The remuneration committee is expected to meet not less than once a year and at such other times as required. It will have responsibility for determining, within the agreed terms of reference, the Company’s policy on the remuneration packages of the Company’s chief executive, chairman, and the executive directors and such other members of the executive management as it is designated to consider. The remuneration of non-executive directors will be a matter for the chairman and executive directors of the Board. No director or manager will be allowed to partake in any discussions as to their own remuneration. In addition, the remuneration committee will have the responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and giving full consideration to succession planning. It will also have responsibility for recommending new appointments to the Board.
The Company has adopted a dealing code for the Directors and certain employees, which is appropriate for a company whose stock is admitted to trading on AIM (particularly relating to the prohibition of dealing during closed periods). The Company will take all reasonable steps to ensure compliance by the Directors and any relevant employees with the terms of that dealing code.