Strategic Report Strategic Report Strategic Report Financial Additional Overview Strategy Performance Governance Statements Information The Board is mindful of developing diversity both at Board Evaluation of Board performance level and at other levels in the Group. As demonstrated by The Board continuously strives to improve its effectiveness our inclusion in the Hampton-Alexander Review’s November and recognises that its annual evaluation process is 2018 report “Improving Gender Balance in FTSE Leadership” an important tool in reaching that goal. For 2018 we over 40% of the Executive Committee and their direct undertook an internal evaluation of the Board as a reports are female. whole and its Committees. We were pleased with the results of the evaluation and are confident that the Following the appointments made in October 2018, Board has a good balance of skills, experience and which were not reflected in the Hampton-Alexander diversity of backgrounds and personality that encourages Review’s report, the gender balance of the Board has open, transparent debate and change. The results of improved and is consistent with the leading constituent the evaluation rated the Board highly in most of the of the FTSE banking sector. The Board has noted the areas listed and confirmed that the Board operated recommendations on women on Boards that a target of effectively. The Board also recognised the areas for further 33% female Board representation is achieved by FTSE 350 improvement and set objectives for 2019 to address these. companies by 2021. Based on the evaluation, the Board’s objectives for 2019 are: We believe our overall size and composition to be increase the time dedicated to audit and risk matters • appropriate, having regard in particular to the at the respective Committee level, and introduce more independence of character and integrity of all of the Non- communication and collaboration between the Audit Executive Directors. Each of our Non-Executive Directors Committee and Risk Committee; occupies, and/or has previously occupied, senior positions alongside the new CEO, focus closely on the Company’s • in a broad range of relevant associated industries or vision and the strategy for the next three years and professions, bringing valuable external perspective to secure a close follow-up on the chosen strategy at the Board’s deliberations through their experience and Board level with clear feedback to management; insight from other sectors enabling them to contribute ensure the KPIs associated with the vision and the • significantly to decision-making. No individual, or group strategy provide the right focus to management; of individuals, is able to dominate the decision-making increase the range of stakeholder views, including the • process and no undue reliance is placed on any individual. views of shareholders, heard at Board level; and • as the Bank moves on from the Demerger, assure The Chairman and a number of our Directors served on further succession planning both at Board level and the Board of BGEO Group PLC, and were appointed to across senior staff of the Bank. the Board of Bank of Georgia Group PLC in February 2018, ahead of our admission to listing on the London Stock In addition, in December 2018, the Non-Executive Directors Exchange in May 2018, with two more appointed from met to evaluate the performance of the Chairman led by October 2018. We have assessed the independence of the the Senior Independent Director and concluded that the Chairman and each of the seven Non-Executive Directors Chairman continues to show effectiveness in leadership. in line with Code provisions A.3.1 and B.1.1 and are of the The Chairman also met with Non-Executive Directors opinion that the Chairman and each Non-Executive Director without the CEO present in December 2018. act in an independent and objective manner. We consider that, under the Code, all of our Non-Executive Directors Succession planning and are independent and free from any relationship that could Board appointments affect their judgement and that their contribution is important to the Company’s long term success. Each We believe that effective succession planning mitigates Non-Executive Director has an ongoing obligation to inform the risks associated with the departure or absence of well the Board of any circumstances which could impair his or qualified and experienced individuals. We recognise this, her independence. and our aim is to ensure that the Board and management are always well resourced with the right people in terms of skills and experience, in order to effectively and successfully deliver our strategy. We also recognise that continued tenure brings a depth of Company-specific knowledge that is important to retain. The Board’s Nomination Committee is responsible for both Director and Executive Management succession planning. There is a formal, rigorous and transparent procedure for the appointment of new Directors to the Board, including a review of other significant commitments Directors may have. More detail on the role and performance of the Nomination Committee is on pages 117 to 120. Annual Report 2018Bank of Georgia Group PLC 107