Directors’ governance overview continued Non-Executive Directors’ terms We are committed to the continuing development of our of appointment Directors in order that they may build on their expertise On appointment, our Non-Executive Directors are and develop an ever more detailed understanding of the provided with a letter of appointment that sets out business and the markets in which Group companies the terms and conditions of their directorship, including operate. All of our Directors participated in ongoing the fees payable and the expected time commitment. training and professional development throughout 2018, Each Non-Executive Director is expected to commit which included briefings, site visits, development sessions approximately 25-35 days per year to the role. An and presentations by our UK General Counsel, Company additional time commitment is required to fulfil their Secretary, members of management, and our professional roles as Board Committee members and/or Board advisors. During the year, our UK General Counsel and Committee Chairmen, as applicable. We are satisfied that Company Secretary provided updates on legislative all Non-Executive Directors dedicate the amount of time changes including the Non-Financial Reporting Directive necessary to contribute to the effectiveness of the Board. and diversity initiatives, as well as refresher training on directors’ duties under the UK Companies Act, in particular The letters of appointment for our Non-Executive section 172. In addition, amendments to the Disclosure Directors are available for inspection at the Group’s Guidance and Transparency Rules and the FRC’s guidance registered office during normal business hours. on reporting were presented. The UK General Counsel also trained the Board on proposed changes to the UK External appointments Corporate Governance Code and the new FRC Guidance on Board Effectiveness. Audit Committee members also Prior to accepting any external appointments, Directors received training on developments in audit and accounting. are required to seek the Board’s approval. The Board believes that other external directorships and positions All Directors have access to the advice of the UK General held provide the Directors with valuable expertise which Counsel and Company Secretary as well as independent enhances their ability to act as a Non-Executive Director professional advice, at the Company’s expense, on any of the Company. The number of external directorships matter relating to their responsibilities. and positions should however, be limited to secure that Directors are able to dedicate the amount of time Company Secretary necessary to contribute effectively to the Board. The Board appointed Link Company Matters Limited to Board induction, ongoing training, act as Company Secretary to Bank of Georgia Group PLC in June 2018. Link Company Matters Limited is one of professional development and the UK’s largest professional services secretarial teams. independent advice Previously this position was held by Rebecca Wooldridge, On appointment, each Director takes part in an induction a lawyer specialising in corporate governance, who was programme, during which they meet members of the subsequently appointed as UK General Counsel to Management Board and receive information about the Group. the role of the Board and individual Directors, each Board Committee and the powers delegated to those Directors Committees. They are also advised by the Company All Directors are required by the Company’s Articles of Secretary of the legal and regulatory obligations of Association and the UK Corporate Governance Code to a Director of a company listed on the London Stock be elected by shareholders at the first Annual General Exchange. Induction sessions are designed to be Meeting in May 2019 following their appointment. Going interactive and are tailored to suit the needs of the forward, in line with the Code’s recommendation, all individual’s previous experience and knowledge. Prior Directors will seek re-election on an annual basis. The to the Demerger, all Directors received detailed training Board has set out in its Notice of Annual General Meeting in respect of the responsibilities of companies that have the qualifications of each Director and support for election a premium listing on the London Stock Exchange. as applicable. 108 Annual Report 2018Bank of Georgia Group PLC