CORPORATE GOVERNANCE STATEMENT
The Board of Bank of Georgia Group PLC recognises the importance of maintaining sound corporate governance practices and supports high standards of corporate governance. In considering Board policies and composition the Board has carefully considered the requirements of the UK Corporate Governance Code published in April 2016 by the Financial Reporting Council (the ‘‘Corporate Governance Code’’). In addition, the Board has considered a number of other factors including in particular the experience and independence of the Company’s executive and non-executive directors and the value they can bring to the Board and its committees.
The Code and associated guidance are published by the Financial Reporting Council and are available at www.frc.org.uk.
BOARD OF DIRECTORS
The Board establishes the Group’s core values and leads by example; sets and oversees the execution of the Group’s strategy within a framework of strong and effective risk management and internal controls; and encourages a culture of corporate governance in line with best practice, amongst its many other responsibilities.
The Board is composed of nine Directors, eight of whom are Independent Non-Executive Directors. Each of the Chairman, CEO and Non-Executive Directors have clearly defined roles within our Board structure. A description of these roles can be found in Roles and Responsibilities.
The Directors have approved a Schedule of Matters Reserved for the Board which can be found here.
The Board is assisted in fulfilling its responsibilities by four principal committees: the Audit Committee, Nomination Committee, Remuneration Committee and Risk Committee, whose terms of reference can be found here.
SEPARATION OF THE CHAIRMAN AND CEO ROLES
There is a clear division of responsibilities between the Chairman and the CEO. The separation of authority is set out in writing and agreed by the Board. This enhances independent oversight of executive management by the Board and helps to ensure that no one individual on the Board has unfettered power, influence or authority. The division of responsibilities can be found on the Company’s website.
Corporate Governance Framework
- Reviews and monitors the integrity of the Group’s financial and reporting processes.
- Responsible for the governance of both the internal audit function and external auditor.
- Works with the Risk Committee in assessing the effectiveness of the risk management and internal control framework.
- Ensures the Board has the right balance of skills, experience, independence and Group knowledge.
- Responsible for both Director and management succession planning.
- Makes recommendations to the Board on the Directors’ Remuneration Policy.
- Determines the remuneration package of the Chief Executive Officer and executive management.
- Assesses the performance of Directors and executive management team against KPIs.
- Responsible for design and oversight of the Group employee share schemes.
- Assists the Board in relation to risk oversight.
- Reviews Group risk appetite in line with strategy.
- Identifies and monitors risk exposure and the risk management infrastructure.
- Assesses the strength and effectiveness of the risk management and internal control framework.