Governance Code

1. Who we are – our values and purpose

1.1  CryptoUK is the UK’s trade association representing the cryptoasset sector. Our purpose is to promote the conditions for the UK to become a global leader in cryptoasset innovation.

1.2  Our members, comprising leading companies from across the sector, believe that cryptoassets can help enhance the way we undertake financial transactions, to the benefit of consumers, business and society.

1.3  Together, we are working to help educate media, politicians, regulators and other stakeholders about the cryptoasset industry, and to work with them in developing an appropriate operating framework for the UK.

1.4  As well as working with policymakers, we also represent the crypto industry in relation to the broader financial system and other stakeholders. This includes work to help enable cryptoasset firms to gain full access to financial services.

1.5  CryptoUK sets a high standard for the industry. Our members sign up to a robust voluntary Code of Conduct, which includes provisions on know your customer (“KYC”) and anti-money laundering (“AML”) checks.

1.6  The Code of Conduct should be reviewed annually by the board, in consultation with the executive members committee. Any changes should be approved by the board.

1.7  As an organisation, we are working proactively with regulators to ensure a proportionate and effective regulatory framework for cryptoassets in the UK, by learning lessons from other jurisdictions across the globe.

1.8  CryptoUK promotes the cause of diversity and inclusion in the cryptoasset sector – including gender, ethnicity, sexual orientation and social mobility.

1.9  The following key initiatives are at the core of CryptoUK and at the forefront of the board’s consideration:

(a) Diversity and Inclusion: the board will set strategies and mechanisms to encourage a diverse and inclusive environment at CryptoUK;

(b) Environmental Social Governance (“ESG”): the board’s mission is to put ESG at the core of CryptoUK; and

(c) Risk Assessment: the board will maintain a risk matrix to identify any potential risks, instability, and prospects in the crypto sector or the wider environment, which may impact CryptoUK.

2. Ownership and Structure

2.1  CryptoUK is a company limited by guarantee. Companies limited by guarantee are the typical corporate structure for non-profit making functions. Companies limited by guarantee do not distribute profits to their members but retain them within the company, to further the cause of the company. This structure offers a distinct separation between CryptoUK, as a company, and the guarantor members, allowing protection in the form of limited liability for the guarantor members.

2.2  The main differences compared to a typical company limited by shares (which you are likely to be more familiar with) is that there is no share capital and that there are members instead of shareholders. This removes the requirement to transfer a share every time a guarantor member leaves or joins CryptoUK. We call the members “guarantor members” to distinguish them from the wider CryptoUK membership. The guarantor members undertake to contribute a pre- determined nominal sum to the liabilities of CryptoUK in the event it is wound up.

2.3  Each director of CryptoUK will also be a guarantor member.

2.4  The structure of CryptoUK will be as follows: there will be (a) the guarantor members, who are also the directors, (b) a number of executive members, who will be able to make recommendations to the directors and, (c) general members, who pay a subscription fee to be members of CryptoUK.

3. Board Governance

3.1  Each company is required by law to have at least one director who is a natural person. CryptoUK will consist of five directors, consisting of two executive directors and three non-executive directors. Each appointment will be for a standard one-year term and may be renewed at the discretion of the board.

3.2  The composition of the board should reflect the diversity of skills, experiences and backgrounds that best enable the board to represent the interests of members and to execute the governance of the company.

3.3  The board will approve a statement of criteria for board members, covering the skills and experiences needed by the organisation, and any parameters around conflicts of interest with other commitments. This statement will be reviewed annually and, if necessary adjusted.

3.4  The role of the chief executive officer and the board chairperson will be separate, which assists with good corporate governance and enables a clear division of responsibilities.

3.5  The board will approve a delegated authority matrix to determine what decisions can be made by the executive directors, and what decisions need to be made by the full board.

3.6  The quorum for board meetings shall be a minimum of three directors, including at least one executive director, and at least one non-executive director.

3.7  The board should meet at least once per year to discuss longer term strategic objectives for CryptoUK, with the outcome presented to the general members for feedback.

3.8  Board appointments are approved by the board by simple majority. At least one non-executive member of the board should be a current executive member of CryptoUK.

3.9  The board can agree to remove an existing director by simple majority. This is provided that notice is given in writing, signed by or on behalf of the board members concerned and delivered to either the registered office of CryptoUK or in person at the meeting of the board.

3.10  The executive directors will be responsible for the day-to-day management of CryptoUK. The company secretary is responsible for the administration of the company, like maintaining registers and organising board meetings.

3.11  You can contact the board of directors by visiting the CryptoUK website contact’s page and completing the enquiry form.

3.12  CryptoUK will also have two board committees; an audit committee and a membership committee. The audit committee that will oversee financial reporting and disclosures. The membership committee will also take responsibility for overseeing the admission of general members and executive committee members. This will include setting any conditions for membership or eligibility requirements in the future. Relevant subject matter experts may be invited to attend the audit committee meetings and membership committee meetings, as required.

3.13 There will be at least six board meetings during the year and directors are entitled to attend in person or via electronic means. Further meetings can be held at the request of a director or a guarantor member.

4. Conflicts of Interest

4.1  The directors of CryptoUK are likely to have multiple positions and roles and there may be times where these conflict with their role at CryptoUK. Directors will notify CryptoUK of conflicts as they arise and will be responsible for recusing themselves from discussion where appropriate. The board of directors may vote to include a conflicted director to vote on the matter if they are satisfied the conflict does not prevent the director from acting in the best interests of the general members of CryptoUK.

  1. 4.2  Directors should record any positions, investments, relationships or other potential conflicts in the Crypto UK Register of Directors Interests, which will be made available to other directors.

5. Executive Member Committee

5.1  The executive member committee will consist of executive members. An executive member company may have a right to appoint a member to the executive member committee. The main purpose of the executive member committee will be to recommend to the board of directors what actions and policies should be adopted by CryptoUK and inform the directors of the views of the general membership.

5.2  The executive member committee shall meet at least six times per year and executive members will be entitled to join via electronic means.

5.3  The executive committee members shall make decisions by consensus (defined by at least 75% of attendees). Decisions shall be recorded by the board member in attendance. Where consensus is not achieved, the decision shall be added to the next board meeting agenda.

6. Information

6.1  The members of CryptoUK will be regularly kept up to date with the latest developments through a newsletter distributed at least quarterly.

6.2  Annual accounts and reports should be first approved by the board, and then sent to the members at least 21 days before the date of filing.

6.3  An annual meeting of the wider members will be held once a year to update members and for the guarantor members to approve the accounts and annual report. This will be convened by at least 21 days’ notice and a copy of the notice will be published on CryptoUK’s website. The notice will be given to all members, including executive and general members, directors and auditors.

6.4  There will be a communication to the wider members of the strategy of CryptoUK for the coming year.

7. Performance

7.1 At the start of each calendar year, the board should adopt an Annual Business Plan, containing objectives and goals for the year ahead. This Annual Business Plan will be presented to members within the first quarter of the new year.

7.2 The executive directors will have individual goals linked to the Annual Business Plan, and the progress against these goals should be reviewed twice per year with the board chairperson, one around the middle of the year, one at the end of the year.

8. Changes and Feedback

  1. 8.1  This governance code will be a live document and will be updated as CryptoUK progresses and evolves, with formal annual review and adoption by the board.
  2. 8.2  Changes to this governance code can be recommended by the board of directors and the executive member committee. Any changes will be put to the executive member committee for advisory vote.
  3. 8.3  Notice of any proposed changes to this governance code will be circulated to the members and executive members 14 days ahead of any updates being made.


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