Corporate Governance
BOARD
CHARTER
BOARD CHARTER
BITCOIN CAPITAL RESERVE LIMITED
Document Version: 1.0
Effective Date: 8 October 2025
Next Review Date: 8 October 2026
Approved by: Board of Directors
- PURPOSE AND SCOPE
1.1 Purpose
This Board Charter establishes the governance framework for Bitcoin Capital Reserve Limited (ACN 689 640 266) (“Company” or “BCR“), a Bitcoin treasury company listed on the National Stock Exchange of Australia Limited (“NSX“).
1.2 Application
This Charter applies to all Directors and establishes a governance framework appropriate for an early-stage Bitcoin treasury operation.
- BOARD COMPOSITION
2.1 Board Size
The Board comprises three (3) Directors, reflecting the Company’s streamlined structure and focused business model.
2.2 Director Qualifications
Directors should have:
2.2.1 Understanding of Bitcoin and digital asset markets, or willingness to learn;
2.2.2 Appreciation of digital asset regulatory environment;
2.2.3 Financial literacy to understand the Company’s operations; and
2.2.4 Commitment to act in shareholders’ best interests.
2.3 Chairman
The Board shall elect a Chairman to provide leadership and ensure effective Board processes.
- ROLES AND RESPONSIBILITIES
3.1 Primary Board Responsibilities
The Board is responsible for:
3.1.1 Strategy – Approving the Company’s Bitcoin treasury strategy and monitoring its execution;
3.1.2 Risk Management – Overseeing key risks including Bitcoin price volatility, custody security, cybersecurity, and regulatory compliance;
3.1.3 Financial Oversight – Approving annual budgets, major Bitcoin acquisitions, and debt financing arrangements;
3.1.4 Governance – Ensuring compliance with applicable laws, NSX Listing Rules, and maintaining effective shareholder communication;
3.1.5 Management – Appointing the CEO, approving senior executive appointments, and monitoring management performance.
3.2 Approval Thresholds
The Board must approve:
3.2.1 Bitcoin acquisitions or disposals exceeding AUD $2.5 million or 5% of total holdings (whichever is lower);
3.2.2 Debt financing arrangements;
3.2.3 Annual budgets and material changes to strategy;
3.2.4 Material changes to custody arrangements;
3.2.5 Appointment and remuneration of CEO and senior executives.
3.3 Delegation to Management
The Board delegates to the CEO and management team:
3.3.1 Day-to-day operations within approved budgets and strategies;
3.3.2 Bitcoin acquisitions below Board approval thresholds;
3.3.3 Operational custody management within established security frameworks;
3.3.4 Routine compliance and reporting activities;
3.3.5 Service provider relationships within approved budgets.
The CEO shall keep the Board informed of material developments and decisions made under delegated authority.
- BOARD COMMITTEES
4.1 Initial Approach
Given the Company’s size and early stage, the full Board of three Directors will collectively perform all oversight functions without formal standing committees.
4.2 Future Establishment
As the Company grows, the Board may establish formal committees such as:
4.2.1 Audit and Risk Committee;
4.2.2 Investment and Treasury Committee.
4.3 Ad Hoc Groups
The Board may establish ad hoc working groups as needed for specific projects or issues.
- BOARD MEETINGS
5.1 Frequency
5.1.1 The Board shall meet at least quarterly;
5.1.2 Additional meetings may be called as needed, particularly given Bitcoin market volatility;
5.1.3 Meetings may be held in person or via video conference.
5.2 Procedures
5.2.1 The Company Secretary prepares agendas in consultation with the Chairman and CEO;
5.2.2 Board papers should be distributed at least 48 hours prior to meetings where practicable;
5.2.3 Minutes shall be kept of all Board meetings;
5.2.4 Resolutions may be passed by written circular resolution.
5.3 Reporting to Board
The Board receives:
5.3.1 Monthly reports on Bitcoin holdings and market performance;
5.3.2 Quarterly financial statements;
5.3.3 Updates on regulatory developments and compliance matters;
5.3.4 Risk management reports as needed.
- DIRECTOR DUTIES
6.1 Core Duties
Each Director must:
6.1.1 Act in good faith in the Company’s and shareholders’ best interests;
6.1.2 Exercise care and diligence;
6.1.3 Not misuse their position or information;
6.1.4 Manage conflicts of interest appropriately;
6.1.5 Comply with the Corporations Act, NSX Listing Rules, and Company policies.
- PERFORMANCE AND SUCCESSION
7.1 Board Performance
7.1.1 The Board conducts an annual self-assessment;
7.1.2 The assessment focuses on effectiveness in achieving strategic objectives, risk oversight, and compliance;
7.1.3 External facilitation may be considered as the Company grows.
7.2 Succession Planning
7.2.1 The Board maintains awareness of succession needs for Directors and key management;
7.2.2 Emergency succession procedures shall be established for the CEO.
- STAKEHOLDER COMMUNICATION
8.1 Shareholder Engagement
The Board ensures:
8.1.1 Regular communication through annual and interim reports;
8.1.2 Clear disclosure of Bitcoin treasury strategy and performance;
8.1.3 Effective conduct of shareholder meetings.
8.2 Regulatory Engagement
The Board maintains:
8.2.1 Appropriate dialogue with NSX and regulators;
8.2.2 Proactive engagement on digital asset regulatory developments;
8.2.3 Transparent compliance communication.
- REVIEW AND COMPLIANCE
9.1 Charter Review
This Charter shall be reviewed as deemed appropriate by the Board
9.2 Regulatory Compliance
The Board ensures compliance with:
9.2.1 Corporations Act 2001 (Cth);
9.2.2 NSX Listing Rules;
9.3 Public Disclosure
9.3.1 This Charter is available on the Company’s website;
9.3.2 Material amendments are announced to NSX.
Document Control
This simplified Board Charter provides appropriate governance for an early-stage Bitcoin treasury company. It balances proper oversight with operational flexibility, recognizing the Company’s three-person board structure. As the Company grows, this Charter will be enhanced to reflect increased operational complexity.
Approved by the Board of Directors
Chairman: ___________________________ Date: 8 October 2025
Director: ___________________________ Date: 8 October 2025
Director: ___________________________ Date: 8 October 2025