Directors’ governance overview continued Compliance statement Through the year ended 31 December 2018, the Board is of the view that we applied all of the main principles and complied with all provisions of the 2016 UK Corporate Governance Code. This statement, and the reports from the Board Committees, set out how we applied the Main Principles of the Code as required by LR 9.8.6. The Code is publicly available at the website of the Financial Reporting Council at www.frc.org.uk. Our governance structure BOARD Audit Committee Nomination Committee Remuneration Committee KEY RESPONSIBILITIES: KEY RESPONSIBILITIES: KEY RESPONSIBILITIES: • Reviews and monitors the • Ensures the Board has the right • Makes recommendations to integrityof the Group’s financial balance of skills, experience, the Board on the Directors’ and reporting processes. independence and Group Remuneration Policy. • Responsible for the governance of knowledge. • Determines the remuneration both the Internal Audit function • Responsible for both Director and package of the Chief Executive and external auditor. management succession planning. Officer and executive • Works with the Risk Committee in management. assessing the effectiveness of the See pages 117 to 120 • Assesses the performance of Risk Management and internal for the Nomination Directors and executive control framework. Committee Report. management team against KPIs. • Responsible for design and See pages 121 to 125 for the oversight of the Group employee Audit Committee Report. share schemes. See pages 129 to 148 for the Remuneration Committee Report. Risk Committee Chief Executive Officer KEY RESPONSIBILITIES: • 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 internalExecutive Management control framework. See pages 126 to 128 for the Risk Committee Report. The Board is composed of nine Directors, eight of whom For further information about the Committees see the are Independent Non-Executive Directors. The biographies Nomination Committee Report on page 117, the Audit of all our Directors can be found on pages 111 to 114 and on Committee Report on page 121, the Risk Committee our website at: Report on page 126 and the Remuneration Committee https://bankofgeorgiagroup.com/governance/people. Report on page 129. More information on the composition of the Board can be found later in this report on page 106. The Board is responsible to shareholders for creating and delivering sustainable shareholder value through The Board is assisted in fulfilling its responsibilities the management of the Group’s business. Among our by four principal committees: Audit, Nomination, responsibilities are setting and overseeing the execution Remuneration and Risk. Their terms of reference are of the Company’s strategy within a framework of reviewed annually with any amendments approved by the effective risk management and internal controls, relevant Committee and the Board. The current versions demonstrating ethical leadership and upholding best are published at: https://bankofgeorgiagroup.com/ practice corporate governance. The Board recognises governance/documents. This year’s annual review involved its duties under the UK Companies Act to promote the ensuring each of the Committee’s terms of reference were long-term success of the Company, taking into account aligned with the updated principles and provisions laid out not only the views and interests of our shareholders but in the most recent version of the Code. also our various stakeholders, such as our employees, 104 Annual Report 2018Bank of Georgia Group PLC