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Board Governance Charter

Effective Date: 23/05/2025

Issued by: Clinicians Check Limited

1. Introduction
CliniciansCheck Limited is committed to strong corporate governance principles that support long-term value, transparency, and ethical oversight. This Board Governance Charter outlines the role, composition, responsibilities, and operations of the Board of Directors.

2. Purpose
The purpose of the Board Governance Charter is to:

  • Establish the structure and framework for effective oversight
  • Promote accountability and fiduciary responsibility
  • Align board practices with regulatory requirements and ESG principles
  • Support transparency for stakeholders, investors, and public partners

3. Scope
This Charter applies to all members of the Board of Directors of CliniciansCheck Limited, including non-executive and independent directors. It also applies to any board committees established under board authority.

4. Board Composition
Size: The Board shall consist of 3 to 10 members depending on the needs of the company and regulatory requirements.

Diversity: The Board seeks diverse representation across gender, race, expertise, and experience.

Appointments: Directors are appointed based on skills, independence, and alignment with CliniciansCheck's mission.

5. Roles and Responsibilities
5.1 Oversight
Set and oversee company strategy

Approve annual budgets and long-term plans

Monitor financial performance

Ensure regulatory and legal compliance

5.2 Risk & Governance
Establish risk appetite and framework

Approve major policies including data, security, and ESG

Oversee whistleblower, ethics, and audit mechanisms

5.3 Executive Supervision
Appoint, review, and remove the CEO and key executives

Approve remuneration and performance metrics

5.4 Stakeholder Engagement
Ensure clear stakeholder communication

Maintain accountability to shareholders and regulators

6. Board Committees
Standing or ad hoc committees may be formed as necessary. Examples include:

Audit & Risk Committee

Nomination & Remuneration Committee

Ethics & Governance Committee

Each committee must have a defined mandate, scope, and reporting responsibilities to the Board.

7. Meetings
Frequency: The Board will meet at least quarterly.

Quorum: A majority of directors constitutes quorum.

Minutes: All meetings are minuted and stored securely.

Technology: Virtual or hybrid meetings are permitted.

8. Director Duties
Directors must:

Act in good faith and the best interest of the company

Avoid conflicts of interest

Maintain confidentiality of board matters

Abide by all applicable laws and company policies

9. Induction and Evaluation
New directors will receive induction on company operations, legal duties, and industry standards.

Annual board evaluations will assess effectiveness, diversity, and governance performance.

10. Confidentiality and Data Handling
Board discussions and materials may include sensitive data. Directors must adhere to:

CliniciansCheck's Security & Data Protection Policy

UK GDPR, HIPAA, and other applicable data laws

11. Policy Integration
This Charter operates alongside:

The Articles of Association

Equal Opportunities Policy

Whistleblower Protection Policy

Environmental & Social Responsibility Statement

12. Legal Framework and Review
This Charter is governed by the laws of England and Wales. It will be reviewed annually and updated to reflect legal, operational, and ESG changes.

13. Contact
For questions about this Charter,

contact:

operationsteam@clinicianscheck.com

Clinicians Check Limited

2 Harley Street, London, UK

14. ESG Integration Oversight
The Board shall oversee ESG strategy, ensuring alignment with international frameworks such as the UN Global Compact, ISO 26000, and relevant industry-specific standards. ESG risks and opportunities shall be integrated into board-level discussions and annual reports.

15. Crisis Governance Protocol
In the event of a critical incident or reputational risk, the Board may convene emergency sessions, appoint special committees, or activate predetermined governance protocols to ensure continuity, stakeholder protection, and legal compliance.

16. Digital Governance & Cyber Oversight
The Board shall monitor and approve strategies for AI governance, cybersecurity, and responsible technology use, in line with the AI Use Disclosure Statement and global digital trust standards.