Strategic Report Strategic Report Strategic Report Financial Additional Overview Strategy Performance Governance Statements Information our customers, the environment and our community as Operation of the Board a whole. You can read more about our social responsibility The Board meets at least four times a year in Georgia. and sustainability initiatives in the Resources and We also hold meetings at our London offices, with Responsibilities section on pages 71 to 80. Directors either attending in person or via teleconference. Each quarter the following topics are usually discussed By setting the tone at the top, promoting an open and in the Board meeting: agile culture, establishing the core values of BOGG and Updates from different areas of the Group’s operations, • demonstrating our leadership, management is able to including Retail and Corporate Investment Banking, implement key policies and procedures we have created lending and asset quality and performance; in a manner that clearly sets an expectation that every Financial performance update, including a review on • employee acts ethically and transparently in all of their capital and liquidity levels (with formal financial results dealings. This, in turn, fosters an environment where announcements typically being approved in separate business and compliance are interlinked. phone conferences); • Information technology and risks; We are pleased to note that in November 2018, The development of the Bank’s change management • The Banker, a monthly international financial affairs function, with particular focus on the growth of our publication, recognised Bank of Georgia as the Best Bank digital proposition; and of 2018 in Central and Eastern Europe. Among other Updates from the Committee meetings, typically • matters, The Banker noted our distinction for our best- including at least an Audit Committee report on in-class corporate governance standards. accounting issues and internal audit and compliance matters. We also monitor management’s execution of strategy and financial performance. As a Board we recognise the In addition, amongst the Board’s responsibilities are: need to ensure that management strikes the right balance Oversight of the Group; • between delivering on short-term objectives and ensuring Strategy and assessment of the principal risks and • sustainable long-term growth. risk appetite; • The governance structure; In order to ensure that we meet our responsibilities, Setting the corporate culture and values; and • specific key decisions have been reserved for approval by Accountability to shareholders for the Group’s long- • the Board. A full formal schedule of matters specifically term success. reserved for the Board can be found on our website at: https://bankofgeorgiagroup.com/storage/documents/ There is an annual schedule of rolling agenda items to Schedule of Matters Reserved for the Board.pdf. ensure that all matters are given due consideration and are reviewed at the appropriate point in the financial Outside these matters, the Board delegates authority for and regulatory cycle. These include the budget, quarterly, the day-to-day management of the business to the CEO. half-year and full year results, the Annual Report and The CEO, in turn, delegates aspects of his own authority, Accounts and the Notice of AGM. as permitted under the corporate governance framework, to the Management Board of the Bank. The Chairman and the CEO seek input from the Non- Executive Directors ahead of each Board meeting in order to ensure that any matters raised by Non-Executive Directors are on the agenda to be discussed at the meeting. The Senior Independent Director supports the Chairman in his role, acts as an intermediary for other Non-Executive Directors when necessary and liaises with the Non-Executive Directors outside of the Board and Committee meetings. In 2018, as per good practice, the Chairman meets with the Non-Executive Directors without the CEO present and the Senior Independent Director holds a meeting with the Non-Executive Directors without the Chairman. Annual Report 2018Bank of Georgia Group PLC 105