Strategic Report Strategic Report Strategic Report Financial Additional Overview Strategy Performance Governance Statements Information Directors’ governance overview Neil Janin Hanna Loikkanen Chairman Senior Independent Non-Executive Director Dear Shareholders, We are pleased to present the first Governance Statement The Board has been fully briefed on the revisions made to since the Group was admitted to listing and commenced the Code during 2018, which applied to the Group from business following the successful Demerger of the 1 January 2019. An analysis has already been undertaken Investment Business of BGEO Group PLC in May 2018 of the Group’s compliance with the revised Code and leading to the creation of Bank of Georgia Group PLC. All the Group has been taking appropriate steps to ensure Directors were appointed prior to listing to allow them time it complies with the new requirements. For example, the to understand the business as a Board. In addition, Directors Board reviewed the Schedule of Matters Reserved for received detailed training in respect of the responsibilities the Board, the various committees’ Terms of Reference and obligations of directors of premium listed companies and the Group’s current governance policies to take into on the London Stock Exchange. This training included account the changes in the new Code. Hanna Loikkanen their duties and responsibilities under the UK Corporate was appointed as the designated Non-Executive Director Governance Code, the Companies Act 2006, the Listing to engage with the workforce. The Board will report Rules, the Disclosure Guidance and Transparency Rules on its compliance with the updated Code in its 2019 and the Market Abuse Regulation. annual report. The Board is responsible for ensuring sound management The Board was also briefed on changes to governance and long-term success of the Group which can only be standards introduced by the National Bank of Georgia achieved with an appropriate governance framework. and has put in place a series of changes to procedures The Board has applied the UK Corporate Governance and processes to comply with these new standards. Code published in 2016 (the “Code”) and it is against We look forward to providing an update in next year’s that version of the Code that we are reporting. report on the steps we have put in place to comply with the updated requirements. The Board is entirely committed to the principles of good corporate governance and is of the view that good We remain committed to working with our management governance delivers a series of strategic and organisational to ensure that our high standards extend beyond the benefits. Good governance gives us as a Board confidence boardroom and are implemented throughout the business that we are making the right decisions, keeping in mind in the successful delivery of the Group’s strategic priorities. what is truly in the Group’s long-term interest. It allows us to take into account the opinions of our stakeholders, Neil Janin including our shareholders, our customers, our employees Chairman and our suppliers. It allows us to be a positive driver for the 27 March 2019 banking sector and for the society we operate in more widely. Hanna Loikkanen We are pleased to report that we have made very good Senior Independent Non-Executive Director progress in delivering on our key corporate governance 27 March 2019 commitments since the Bank of Georgia Group was admitted to listing in May 2018, including: •a committee structure with terms of reference that are compliant with the Code, with each committee composed to ensure that we have the right skill set for it to operate effectively; •a Board with a proven track record in finance and business with both sector and country-specific knowledge; and •our Board consists of nine Directors: our Independent Non-Executive Chairman, CEO and seven Independent Non-Executive Directors. Annual Report 2018Bank of Georgia Group PLC 103