Boku Inc.

The Board Composition and Responsibilities

The Board currently consists of a non-executive Chairman (Mark Britto), two executive Directors: the Chief Executive Officer (Jon Prideaux) and the Chief Financial Officer (Keith Butcher) and three non-executive Directors (Richard Hargreaves, Stewart Roberts and Charlotta Ginman). There is a clear division of responsibilities between the Chairman and the executive officers and the Board considers three of the non-executive directors to be independent of management. The composition of the Board ensures that no single individual or group of individuals is able to dominate the decision-making process.

The directors evaluate the balance of skills, knowledge and experience of the Board when defining the role and capabilities required for new appointments.

The Board is responsible for setting the strategic direction and policies for the business. The Board meets regularly to attend to any issues which require its attention and oversees the financial position of the Company monitoring performance on behalf of the shareholders, to whom the Directors are accountable. The primary duty of the Board is to act in the best interests of the Company at all times. The Board also addresses issues relating to internal controls and the Company’s approach to risk management.

The day-to-day management of the Company’s business is delegated to the Chief Executive Officer and the Executive.

Management Team

The Board meets at least once every two months to review and is attended by all Directors either in person or over the phone. The Board formulates and approves the Company’s strategy, budgets, corporate actions and monitors 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.

Audit committee

The audit committee consists of three non-executive directors (Stewart Roberts (Chairman), Richard Hargreaves and Charlotta Ginman). The audit committee meets formally at least twice a year and otherwise as required. It has the responsibility of ensuring that the financial performance of the Company is properly reported 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 controls 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. A copy of the terms of reference can be found here.

Remuneration committee

The remuneration committee consists of three non-executive directors (Richard Hargreaves (Chairman), Stewart Roberts and Charlotta Ginman). The remuneration committee meets at least twice a year and at such other times as required. It has 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 is allowed to partake in any discussions as to their own remuneration. In addition, the remuneration committee has the responsibility for reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board and succession planning. It also has responsibility for recommending new appointments to the Board. A copy of the terms of reference can be found here.

Share Dealing code

The Company has adopted a dealing code for the Directors and all employees, which is appropriate for a company whose stock is admitted to trading on AIM. The Company takes all reasonable steps to ensure compliance by the Directors and employees with the terms of that dealing code.

Shareholders

The Board is committed to regular, open and effective communication with shareholders to ensure that the Company’s strategy and performance are clearly understood. The Company provides annual and interim statutory financial reports, investor and analyst presentations, regular trading and business updates to the London Stock Exchange. At the Annual General Meeting all shareholders will have the opportunity to meet and ask questions of the Board of Directors.

The Boku Board is committed to communicating openly with its shareholders to ensure that its strategy and performance are clearly understood.